Dictatorial Chairman says he has the right to do what he wants!

[Elbie70]

Our BOD had our first meeting under the direction of our new president/chairman. Our bylaws say: " The Board of Directors is responsible for the general supervision of the Chapter's affairs and finances." Bylaws also say:" The President shall oversee all activities of the chapter and preside at all membership and board meetings." At the start of the meeting, I said that I had additions to the agenda. I was told that there would be a time at the end of the meeting for me to bring items up, and I was not allowed to name them at that time.  At the end of the meeting, I was able to make a motion to have the BOD make a contribution to the local high school. This motion was seconded and passed. I then reminded the Chair that I had a second item to discuss. This concerned the order in which the membership meetings would be held. The chairman told us that he decided meetings would now go as follows: business meeting at 6PM to 6:30 PM, "meet and greet" from 6:30 PM to 7 PM and the speaker at 7PM. This is the reverse of the usual order for our meetings. I reminded that Chair that when this reversal was brought up before that the Chair said that the reversal would be discussed. The Chairman then said no he wasn't going to discuss this, and that it was his prerogative to make that change without the board approving. Is he correct? I feel that this is just the beginning of his making decisions that I feel belong to the board. Am I correct?

[Gary Novosielski]

It sure sounds like it.  

That's a badly ambiguous provision in the bylaws.  I do not know how to interpret "oversee all activities" but it seems to me that setting the order of meetings goes well beyond oversight, and intrudes on the powers of the Board to set its own meetings.  Activities to me does not include inventing new rules of order.  It means things more along the line of card parties and weenie roasts.  But ultimately it is up to each society how to interpret ambiguities in the bylaws.  Are there any other portions of the bylaws that outline the powers of the president, or the way in which meeting times are set?

Before you try to raise the issue you should familiarize yourself with 12th ed RONR §§ 23 and 24, Point of Order and Appeal.  That will inform you on what support you will need to gather among like-minded board members so that these motions will be effective.  Also consider a motion of censure to express the board's disapproval of the chair's actions.

 

Edited February 4, 2023 at 07:31 PM by Gary Novosielski

[Bruce Lages]

I think there are two issues to deal with here. I agree with Mr. Novosielski that the Chair most likely does not have the unilateral authority to  set the order in which meetings will occur. But the other issue is that what you described was the order of activities for membership meetings.  The ultimate authority for deciding how their meetings will be run should be the membership itself, not the chair or the board. I'm not convinced that your bylaw language giving the board the responsibility for "general supervision of the Chapter's affairs and finances" can be interpreted to mean that the board can dictate how meetings of the general membership are organized, any more than the Chair can.

[Elbie70]

Thank you for your responses. I feel that since the chair originally said at the last membership meeting that the meeting order would be discussed later, he either did not believe he could decide the issue himself or he tried to just stop discussion of the issue and figured he would just make the change later. As a matter of fact he had posters made with the new meeting order made up to put around town before the BOD meeting although he had not put them up yet. As to the other issue about not letting items be added to the agenda at the start of the meeting. Was this ok?

Elbie