Rules vs By-Laws

[Scott Lamky]

As the newly elected President of our NPO I would like to put in place a No Alcohol and a No Guns set of rules for our meetings.

Should this be addressed at our Executive Board meeting first, and then brought to the general membership for a vote. 

Or Would the rule be made by the Executive Board and then announced at the membership meeting?

Or would this be considered an Item to add to the By-laws (using the Amendment to the By-Laws structures we have in place)?

This is what our By-Laws state for the Executive Board

 

Quote

 

Section 2: The duties of the Executive Board are:

1. To determine policy.

2. To supervise the work of the Association.

3. To negotiate the lease or rental of the Terwilliger Hall and present the agreement to the membership for approval.

4. To approve committee appointments.

5. To approve prospective members.

 

1.  

[Josh Martin]

On 1/4/2024 at 2:47 PM, Scott Lamky said:

As the newly elected President of our NPO I would like to put in place a No Alcohol and a No Guns set of rules for our meetings.

Should this be addressed at our Executive Board meeting first, and then brought to the general membership for a vote. 

Or Would the rule be made by the Executive Board and then announced at the membership meeting?

I will first note that I am assuming the organization presently has no rules on these subjects.

Based upon the facts presented, I am generally inclined to think that the board is authorized to adopt such a rule for meetings of the board, but that only the membership would have the authority to adopt such rules for meetings of the membership. While the board is granted broad authority "To determine policy," I generally do not think that a board is authorized to adopt rules governing meetings of the membership, unless the bylaws specifically provide as much.

So to the extent that it is desired to have this rule be applicable at all meetings of the society, I believe the appropriate procedure would be, as you say, for this to "be addressed at our Executive Board meeting first, and then brought to the general membership for a vote."

On 1/4/2024 at 2:47 PM, Scott Lamky said:

Or would this be considered an Item to add to the By-laws (using the Amendment to the By-Laws structures we have in place)?

No, there is no need to add matters such as this to the bylaws. This would be in the nature of a standing rule.

[Atul Kapur]

On 1/4/2024 at 4:20 PM, Josh Martin said:

board is authorized to adopt such a rule for meetings of the board, but that only the membership would have the authority to adopt such rules for meetings of the membership.

What if the board adopted a policy of NANG for all activities of the organization? That would clearly be within its authority, correct? And would include meetings.

Assuming you agree (which you should, Josh, the logic's infallible 😉), then why couldn't they adopt a policy of NANG at all meetings of the organization? 

[Josh Martin]

On 1/4/2024 at 6:13 PM, Atul Kapur said:

What if the board adopted a policy of NANG for all activities of the organization? That would clearly be within its authority, correct? And would include meetings.

Assuming you agree (which you should, Josh, the logic's infallible 😉), then why couldn't they adopt a policy of NANG at all meetings of the organization? 

Generally, it is my view that a subordinate board lacks the authority to adopt a rule governing meetings of the society's membership, unless the organization's bylaws specifically authorize the board to adopt such rules.

I believe the board could adopt a policy on this matter governing meetings of the board, or activities outside of meetings, or anything other than meetings of the society's membership.

This is, of course, ultimately a question of bylaws interpretation, and will depend on the interpretation of the rule in the bylaws granting the board the authority "To determine policy."