Members voted successfully, then Board later killed it with a Board only vote. Legal?

[Guest Jay]

I'm curious about the validity of a vote our club had recently.  A topic had been brought up, discussed, voted on by it's members, and won.  Now that it's a new year, a board member motioned to removed the existing motion that had been successful, and insisted on a BOARD ONLY vote to see it gone.  Seeing how it was a members vote that passed, is it allowable to have a board member make the motion and insist on the board only vote, ultimately seeing it's demise?  

[Atul Kapur]

What powers and authority does the board have,  according to your bylaws?

[Guest Jay]

That's something I'll have to see about obtaining.  The board treats such things with a secrecy reserved for the Holy Grail. lol  I'm sure it won't be terribly hard to track down our bylaws. 

Unfortunately the club "loosely" uses RROO when it chooses to.  It's a hobbyist non-profit, and is entirely a good-old-boy network that only chooses to follow the rules when it ultimately benefits them.  So I'm trying to learn as much as I can and give everyone an equal playing field.  

[Rob Elsman]

In the ordinary case, a motion adopted by a general membership assembly cannot be validly rescinded or amended by a subordinate board. RONR (12th ed.) 49:7.

You might also want to look at RONR Off. Interp. 2006-12, http://www.robertsrules.com, although the reference to the earlier edition of Robert's Rules Newly Revised should be understood as 49:7 in the Twelfth Edition. 

[Gary Novosielski]

On 4/20/2023 at 1:34 PM, Guest Jay said:

I'm curious about the validity of a vote our club had recently.  A topic had been brought up, discussed, voted on by it's members, and won.  Now that it's a new year, a board member motioned to removed the existing motion that had been successful, and insisted on a BOARD ONLY vote to see it gone.  Seeing how it was a members vote that passed, is it allowable to have a board member make the motion and insist on the board only vote, ultimately seeing it's demise?  

If the rules in RONR apply, the board is elected by, and is subordinate to the membership.  It has no power to rescind anything the membership has passed, and must obey instructions given to it by the membership.  

It's possible your bylaws give your board dictatorial powers, so you'll have to look that up.  Boards have only such powers as are listed in the bylaws.

[puzzling]

I am still a bit puzzling with this

In my opinion (not an RONR  official interpretation) 

A board may decide not to follow up on a motion by the general membership if

- the matter is exclusively placed under control of the board

- the matter is against state or federale law.

- the motion is against the bylaws (and it was not adapter as such)

- the board finds that the motion needed a 2/3 vote abd while it had a majority the board  is unsure if it was a 2/3 vote.

(Maybe more reasons)

[Josh Martin]

On 4/24/2023 at 10:31 AM, puzzling said:

A board may decide not to follow up on a motion by the general membership if

- the matter is exclusively placed under control of the board

- the matter is against state or federale law.

- the motion is against the bylaws (and it was not adapter as such)

- the board finds that the motion needed a 2/3 vote abd while it had a majority the board  is unsure if it was a 2/3 vote.

Of the listed reasons, the only one of these I would agree with as a parliamentary matter is "the matter is exclusively placed under control of the board."

"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)." RONR (12tth ed.) 49:7

The board does not have the authority to declare an action of the membership null and void. The membership is the superior body, and any ruling that the motion is null and void on the grounds that it conflicts with procedural rules in applicable law or conflicts with the bylaws must be made at a meeting of the membership. In regard to the last item, there is also the fact that a Point of Order regarding that matter must be timely.

It may well be that the board is granted greater authority in this regard by the bylaws or applicable law, but the board does not have the authority under RONR to invalidate a motion adopted by the membership due to a conflict with the rules, even if the board's interpretation of the rules is correct. Only the membership has that authority.

Edited April 24, 2023 at 05:22 PM by Josh Martin

[puzzling]

On 4/24/2023 at 6:21 PM, Josh Martin said:

Of the listed reasons, the only one of these I would agree with as a parliamentary matter is "the matter is exclusively placed under control of the board."

"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)." RONR (12tth ed.) 49:7

The board does not have the authority to declare an action of the membership null and void. The membership is the superior body, and any ruling that the motion is null and void on the grounds that it conflicts with procedural rules in applicable law or conflicts with the bylaws must be made at a meeting of the membership. In regard to the last item, there is also the fact that a Point of Order regarding that matter must be timely.

It may well be that the board is granted greater authority in this regard by the bylaws or applicable law, but the board does not have the authority under RONR to invalidate a motion adopted by the membership due to a conflict with the rules, even if the board's interpretation of the rules is correct. Only the membership has that authority.

The boardmembers also have an individuale duty to uphold the law. And even an adopted motion (  by anybody, any meeting) cannot interfere with this. 

Adopting a motion in conflict with the bylaws is a continuing breach of order, and while I do think it should be brought back to the next membership meeting  to declare it official null and void , the board also has the fiduciare duty to prevent unreversable results and if the only (and easiest) method that the board can do so is to not to execute the motion the board should do so.

 

[Josh Martin]

On 4/24/2023 at 2:10 PM, puzzling said:

The boardmembers also have an individuale duty to uphold the law. And even an adopted motion (  by anybody, any meeting) cannot interfere with this. 

Adopting a motion in conflict with the bylaws is a continuing breach of order, and while I do think it should be brought back to the next membership meeting  to declare it official null and void , the board also has the fiduciare duty to prevent unreversable results and if the only (and easiest) method that the board can do so is to not to execute the motion the board should do so.

If board members are put in the unfortunate position of deciding between violating applicable law (or the society's bylaws) and violating the orders of their boss (the society's membership), they will have a difficult choice to make, and it may be prudent to seek legal counsel in this matter. It may well be, as you suggest, that the more prudent course of action in such cases is to violate the membership's orders, explain the situation when the membership meets, and seek ratification of the board's actions. Nonetheless, the fact remains that as a parliamentary matter, the board is acting outside of its authority when it takes these actions.

These are by no means the only situations where the board may feel the need to act outside of its authority. The fact that such situations may arise is one reason why the motion to Ratify exists. Such decisions may well be made for very good reasons, but this does not change the fact that they exceed the board's authority and must be ratified by the membership to become valid.

I would also note that all this speculation may be unwarranted. I see no facts which have been presented at this time suggesting the board's actions in this regard were based on anything other than disagreeing with the membership.

Edited April 24, 2023 at 07:25 PM by Josh Martin