Non-member making proposal for Board approval

[Guest Frank B]

I am on the Board of an insurance company (9 members).  Recently we had a situation where the company's general manager sent a proposal out to the Board and asked for a Yes or No vote on it via email.  She received back 6 Yes votes, emailed the Board that the proposal was approved, and implemented it immediately.  Whether email voting is allowed is a separate issue, but her rationale was that as this wasn't part of an official meeting, the proposal didn't need a motion to approve/second by a Board member.  Can a non-Board member bring an issue to a vote like this without a motion?  Assuming that the email voting is OK, does this vote count as an official vote by the Board, or does it still need a motion to approve by a member?  Thanks everyone.

[Joshua Katz]

One difficulty is you ask us to set aside whether email voting is allowed, but much actually turns on the specific language permitting it. For instance, the manager makes a claim about what is needed for an email vote, which you'll need to consult the relevant rules to determine.

But I can say, suppose this happened at a meeting. If no one raised a point of order, the chair's ruling would stand. In short, if 6 of the 9 members decided to do it, what difference does it make who suggested it, if no one complained about that at the time? Now, there are some dissimilarities here - raising points of order by email is hard, and it sounds like the chair may not have made a ruling at all. So, to determine the answer, we're back at needing to know the rules, this time for how email votes close and their results get determined.

[Gary Novosielski]

If the rules in RONR apply, non-members have no powers at all, let alone the power to make a motion, put the question, count the votes, and implement the results, all without so much as a meeting having taken place.  Do your bylaws grant this power to the general manager?

If not, the action creates a continuing breach and is subject to a Point of Order (at an actual meeting) that the action was improper and, to the extent that the breach continues, the action should be ruled null and void.