Chairman’s Authority

[Larry]

I received this email from the chairman of my organization:

I was wrong about our not being an Xxxxxx organization. It was an error and I apologize. Topics discussed and decisions made at yesterday's Board Meeting that were predicated upon this misinformation, I am declaring null and void. All policies, practices and protocols will continue as they were prior to yesterday, 10/3/23.

 

Does the chairman have the authority to declare decisions made by the board null and void?

[Weldon Merritt]

On 10/4/2023 at 3:57 PM, Larry said:

I received this email from the chairman of my organization:

I was wrong about our not being an Xxxxxx organization. It was an error and I apologize. Topics discussed and decisions made at yesterday's Board Meeting that were predicated upon this misinformation, I am declaring null and void. All policies, practices and protocols will continue as they were prior to yesterday, 10/3/23.

 

Does the chairman have the authority to declare decisions made by the board null and void?

Not unless the bylaws give him that authority (which seems unlikely). He may be correct in thinking that the actions are null and void (I obviously have no way to know), but he does not have the authority to unilaterally make that determination. That would have to be done by the board at a properly called meeting.

[Josh Martin]

On 10/4/2023 at 4:57 PM, Larry said:

Does the chairman have the authority to declare decisions made by the board null and void?

Not outside of a meeting.

He can make such a ruling at the next board meeting, subject to appeal.

I would also note, from the facts presented, that I do not see any basis upon which to properly declare the motions null and void. We are told at this time the chair made this declaration based upon the fact that "Topics discussed and decisions made at yesterday's Board Meeting... were predicated upon... misinformation." The fact that board members were misinformed, in and of itself, does not make a motion null and void.

It may be that the board wishes to take other action based upon this new information, such as rescinding motions which were adopted, or moving motions again which were defeated, but the chair has no authority to make such a decision on his own.