Can a Board impose special rules of order on a membership meeting

[rockbust]

Can a Board impose special rules of order on a membership meeting?

example #1 at a annual membership meeting the membership adopted a motion to have an event rotate to a specific geographic area yearly. The following month the board adopted a special rule of order saying it can be rescinded or amended by majority vote at any membership meeting.

Example #2 The board adopted a motion that says any motion adopted at a membership meeting will become effective 90 days after minutes of meeting is published to membership.

Thank you

Robert

[Joshua Katz]

No, unless they are so empowered by the bylaws. 

[Weldon Merritt]

A board has only the authority granted to it in the bylaws. So if the bylaws do not grant the board the authority to do these things, then they can't. They can recommend these actions, but it is up tp the membership tyo accept the recommendations of not.

[rockbust]

The bylaws make no mention of any powers at this meeting except to set time and date.

[Joshua Katz]

Then it lacks any such power. The board is inferior to, and answers to, the membership, not the other way around, in the typical ordinary society.

[Gary Novosielski]

Unless you have very unusual bylaws granting the board extraordinary powers,  No.  What sort of organization is this, and is there any possibility that it is subject to some corporate code or other legal rules that grant it autocratic powers?  If not:

The board is apparently ignorant or dismissive of the fact that the membership is the superior body, and the board, elected by the membership, is the subordinate body.

Such a coup attempt should be dealt with swiftly and severely.

For more detailed information go to the Official Interpretations page of our website, and refer to interpretations  2006-12 and 2006-13.

At the very least, I believe the membership should quickly adopt an incidental main motion at a membership meeting declaring those actions of the board null and void, as they violate the bylaws.  A second is required, the motion is debatable and amendable and requires a majority vote. 

Then, begin researching your options for removing those board members who supported the original action.  

Edited September 24, 2023 at 08:50 PM by Gary Novosielski

[Rob Elsman]

At least some of the board members seem to be insubordinate, as @Gary Novosielski suggests. Board members occupy positions of trust, and insubordination is incompatible with such.

[Gary Novosielski]

Here are some relevant passages from RONR 12th edition:

49:7
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.

56:41
A board may never alter a decision of the society’s assembly (and an executive committee may never alter a decision of either the assembly or the board), even by a motion to Rescind or Amend Something Previously Adopted or by adoption of a proposal which has been rejected, unless expressly authorized by the superior body or by the bylaws (see 49:7). Thus, for example, if it is desired that the assembly adopt an annual budget but that the board be empowered to alter it to deal with contingencies that may develop, the bylaws (or the budget resolution) must specifically confer this power on the board.

23:9
Remedy When Action Taken by an Executive Board Is Null and Void. If the executive board of a society takes action that exceeds the board’s instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6, a point of order can be raised at a board meeting at any time during the continuance of the breach. If the point of order is sustained, the action must be declared null and void. Alternatively, the society’s assembly can adopt an incidental main motion by majority vote declaring that the board’s action is null and void; or, if it is affecting business at a meeting of the assembly, the board’s action can be declared null and void by a ruling of the chair relating to the affected business or on a relevant point of order raised by a member. It is also possible for the assembly to bring disciplinary measures against the board members who voted for the improper action. If the assembly finds itself in sympathy with the board’s action and the action is one that that assembly could have authorized in advance, the assembly can instead ratify the action as explained in 10:54–57.

 

[Josh Martin]

On 9/24/2023 at 2:43 PM, rockbust said:

Can a Board impose special rules of order on a membership meeting?

On 9/24/2023 at 3:04 PM, rockbust said:

The bylaws make no mention of any powers at this meeting except to set time and date.

No.

On 9/24/2023 at 2:43 PM, rockbust said:

example #1 at a annual membership meeting the membership adopted a motion to have an event rotate to a specific geographic area yearly. The following month the board adopted a special rule of order saying it can be rescinded or amended by majority vote at any membership meeting.

The board has no authority to adopt such a rule. Unless and until the membership adopts a special rule of order on this matter, the rules in RONR are controlling, which provide that the motion to Rescind or Amend Something Previously Adopted requires for its adoption a majority vote with previous notice, a 2/3 vote, or a vote of a majority of the entire membership.

On 9/24/2023 at 2:43 PM, rockbust said:

Example #2 The board adopted a motion that says any motion adopted at a membership meeting will become effective 90 days after minutes of meeting is published to membership.

I don't think this rule is actually in the nature of a rule of order. Nonetheless, the board has no authority to adopt such a rule unless so authorized by the bylaws.

Unless and until the membership adopts a rule on this matter, any motions which are adopted become effective immediately.

Frankly, I'd recommend getting new board members. See FAQ #20.

[rockbust]

Thank you all very much. I am part of a completly new board of directors and we are going though standing rules and policy and discovered these items. 

As a follow up question do they need to be rescinded by the new board? 

[Joshua Katz]

They should be the subject of a point of order, not a motion to rescind. If you move to rescind, what if the motion fails? Instead, raise a point of order that they're improper and null and void.

[rockbust]

On 9/24/2023 at 9:23 PM, Joshua Katz said:

They should be the subject of a point of order, not a motion to rescind. If you move to rescind, what if the motion fails? Instead, raise a point of order that they're improper and null and void.

Thank you