Can membership overrule decision of Board of Directors

[Bill Byrne]

Can membership body overrule a decision of the Board of Directors.

[Weldon Merritt]

Yes, except for matters, if any, for which the bylaws give the board exclusive authority. It would be don through a motion to Rescind or Amend Something Previously Adopted.

[Guest Bill Byrne]

Thanks for the reply Weldon. But it's not something that was adopted previously. It is a simple decision of the Board of Directors that an action be taken and the membership body was never involved. I guess to simplify my question I would like to be able to point specifically to a Robert"s Rules that states the Body can overrule a decision made by the Board of Directors. As common with other other organizations, the Bylaws are too ambiguous. "D. The Board of Directors shall have full charge of the financial management of the Club. They shall determine all policies of the Club affecting its relations with outside interests and, in general, shall exercise such authority as is not otherwise specifically provided for in these ByLaws. They made a decision to expel a non member from the property (yacht club), and membership wants the right to vote on their decision. Thanks for any advise you can offer.

[Weldon Merritt]

On 5/25/2023 at 4:46 PM, Guest Bill Byrne said:

Thanks for the reply Weldon. But it's not something that was adopted previously. It is a simple decision of the Board of Directors that an action be taken and the membership body was never involved.

Yes, it was something adopted previously, by the board. The fact that the membership was not involved in the original decision is irrelevant. You still need to use the motion to Rescind or Amend Something Previously Adopted. See RONR Sec, 35. (But see further discussion below.)

On 5/25/2023 at 4:46 PM, Guest Bill Byrne said:

I guess to simplify my question I would like to be able to point specifically to a Robert"s Rules that states the Body can overrule a decision made by the Board of Directors

See RONR 49:7.

On 5/25/2023 at 4:46 PM, Guest Bill Byrne said:

As common with other other organizations, the Bylaws are too ambiguous. "D. The Board of Directors shall have full charge of the financial management of the Club. They shall determine all policies of the Club affecting its relations with outside interests and, in general, shall exercise such authority as is not otherwise specifically provided for in these ByLaws.

I agree that the wording of that provision is not as clear as it could be. It is the society i that must interpret its own bylaws: but IMIO, that language is not specific enough to give the board exclusive authority to expel a member. Buti bear in mind that I have not seen your entire bylaws, and tehri very well could be a provision elsewhere that does give the board that authority.

On 5/25/2023 at 4:46 PM, Guest Bill Byrne said:

They made a decision to expel a non member from the property (yacht club), and membership wants the right to vote on their decision. Thanks for any advise you can offer.

That sheds a different light on the question and makes me realize that my original answer was incomplete. Along the actions that RONR says may not be rescinded or amended is when "a person has been elected to or expelled from membership or office, and the person was present or has been officially notified of the action." RONR 35:6c. I see nothing in RONR to say that the exception wound not apply when it is the board. rather than the fuel membership0, that took the action. So if the member was notified, the it is too late for the membership to reverse that action.  However, the same RONR provision goes on to note that the expelled member could be reinstated by "follow[ing] whatever procedure is prescribed by the bylaws for admission or reinstatement."

[Atul Kapur]

On 5/25/2023 at 6:46 PM, Guest Bill Byrne said:

They made a decision to expel a non member from the property

 

On 5/25/2023 at 8:46 PM, Weldon Merritt said:

may not be rescinded or amended is when "a person has been elected to or expelled from membership or office,

Weldon, I believe that this decision can be rescinded, as it does not apply to a member or is the expulsion from office or membership

[Weldon Merritt]

On 5/25/2023 at 4:46 PM, Guest Bill Byrne said:

hey made a decision to expel a non member from the property (yacht club), and membership wants the right to vote on their decision.

On 5/25/2023 at 7:14 PM, Atul Kapur said:

 

Weldon, I believe that this decision can be rescinded, as it does not apply to a member or is the expulsion from office or membership

Oops! I missed that it was a non-member who had been expelled (or, more accuracy I think, ejected) from the property.  However, I'm still not so sure that the action can be rescinded. if the ejection has already occurred.  See RONR 35:6B (It's not clear whether the non-member has, in fact, vacated the property or has been order to do so and has not yet complied.) It the order has been executed (i.e., the non-member has complied and vacated the property, I still don't think the order can be rescinded. But I believe the membership cloud vote to allow him to again occupy the premises. The main point is that the assembly is not permanently bound by the board's actions.