Misinformation from Board influenced vote

[L. H.]

How does one address a blatant lie told by the Board after the vote is taken? What if the lie is not known or confirmed until after the members vote?

Our Board put forth two motions which doubled Board members tenure from 6 years to 12. They included several weighty bylaws amendments in each motion and allowed people to speak for 30 seconds on the motion. Several Board members spoke in favor of the motions saying the amendments “will not lengthen term limits, they instead will put limits where there were none before”. This was a blatant lie. Many of our more active members were out of town so I was the only one to speak against the motion. The lies were told after I spoke. I did not make an objection for two reasons. 1. I was not aware that I was allowed to do so. 2. Even if it was an option, the passion and conviction of the Board made me wonder if I had misinterpreted something and was maybe wrong. I am not alone in this. Others I spoke with had the same response. I'm sure many others did not understand that there was even a possibility that the Board's statements were not accurate. The motion narrowly passed.

I formally brought the “misinformation” up with the Board the following week and was told it’s essentially too late to do anything since no one addressed it during the meeting. I elevated it to the national board and they also framed it as a “procedural error” that was too late to correct. This feels more substantive than a procedural error since the Board and bylaws committee (the people we trust to explain these things) intentionally misrepresented the content of the motion. Is there any recourse?

[Richard Brown]

On 6/25/2024 at 10:41 AM, L. H. said:

How does one address a blatant lie told by the Board after the vote is taken? What if the lie is not known or confirmed until after the members vote?

Our Board put forth two motions which doubled Board members tenure from 6 years to 12. They included several weighty bylaws amendments in each motion and allowed people to speak for 30 seconds on the motion. Several Board members spoke in favor of the motions saying the amendments “will not lengthen term limits, they instead will put limits where there were none before”. This was a blatant lie. Many of our more active members were out of town so I was the only one to speak against the motion. The lies were told after I spoke. I did not make an objection for two reasons. 1. I was not aware that I was allowed to do so. 2. Even if it was an option, the passion and conviction of the Board made me wonder if I had misinterpreted something and was maybe wrong. I am not alone in this. Others I spoke with had the same response. I'm sure many others did not understand that there was even a possibility that the Board's statements were not accurate. The motion narrowly passed.

I formally brought the “misinformation” up with the Board the following week and was told it’s essentially too late to do anything since no one addressed it during the meeting. I elevated it to the national board and they also framed it as a “procedural error” that was too late to correct. This feels more substantive than a procedural error since the Board and bylaws committee (the people we trust to explain these things) intentionally misrepresented the content of the motion. Is there any recourse?

Based solely on what you have told us, I think the recourse is for someone to propose a bylaw amendment to rescind or amend one or both of the objectionable amendments that were adopted at this meeting. You can also consider disciplinary actions against various officers and/or board members, ranging from an informal motion of censure to removal from office and actual expulsion. You would need to follow whatever disciplinary provisions are in your own bylaws, if any. If your bylaws are silent, discipline is covered in chapter XX of RONR (12th ed.), being sections 61, 62 and 63 consisting of 26 pages of pretty detailed information 

[Gary Novosielski]

I agree with @Richard Brown.   While there is no recourse due to the errors in the past, there is always recourse in the form of amending the bylaws by the normal procedure, in order to repair the damage.

In my view, the situation you describe does not create a continuing breach, so a Point of Order at this point would not be timely even if it might have been had it been raised during the meeting.  Also, during a meeting, an Appeal can be raised to challenge an incorrect ruling, at the time.

Timing is critically important in such matters.