executive decision rule?

[Guest anonymous questioner]

We had an issue recently where our president and vice president made a decision regarding the board itself, without discussing the issue with the rest of the board. The question is not about whether the P & VP made the correct decision, but rather that the decision was made without full input by all members of the board.

The president received a letter about something that happened during a board meeting; rather that bringing the issue up during an executive session, they "handled it" themselves. Neither the president nor the VP would share the received complaint.

When asked what authority they had to make this decision, the response was Roberts Rules.

Were the president and vice president out of line, or were the left out members of the board who were left out out of line for being upset with the action?

[Joshua Katz]

There is nothing in RONR giving the president and vice-president the authority to unilaterally act on behalf of the board. Any such rule would need to be found elsewhere, so the fact that they are citing RONR suggests there is no such rule. Ask them what page they are taking authority from, they will not be able to answer.

[Gary Novosielski]

On 7/19/2024 at 1:46 PM, Guest anonymous questioner said:

When asked what authority they had to make this decision, the response was Roberts Rules.

Nice try.  No. No way.  

Unless your bylaws grant them this authority, RONR certainly does not.  The only powers granted by RONR to the President are those needed to preside over meetings.  And of course in the context of a board meeting, a vote of the board would be required for the board to act. 

Any other administrative powers would have to be listed in your bylaws, or they don't exist.  In fact, the only powers the Board has are those that are granted in the bylaws, so check to see if your Board would have had the power to take that action if it had known about it.

The reason that's important is if the Board could have approved of the actions, then it's possible for the Board, after the fact, to Ratify the otherwise unauthorized actions taken by the president and VP, which would fix the error.  But if the board is sufficiently miffed at not being consulted, they do not have to Ratify the actions.  And if they don't then the officers who acted without authority are on the hook for the consequences.  

Let us know how it goes.

 

Edited July 19, 2024 at 07:22 PM by Gary Novosielski

[Josh Martin]

On 7/19/2024 at 12:46 PM, Guest anonymous questioner said:

When asked what authority they had to make this decision, the response was Roberts Rules.

Were the president and vice president out of line, or were the left out members of the board who were left out out of line for being upset with the action?

The President and Vice President's claim that they derive authority in this matter from Robert's Rules is extremely incorrect. When people vaguely handwave and say something is in Robert's Rules, ask for a citation.

On the contrary, RONR says quite the opposite.

"All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." RONR (12th ed.) 47:20

So unless there is something in the organization's rules which grants the President and the Vice President authority to act on their own in this matter, it would seem to me the President and Vice President were "out of line."

Edited July 19, 2024 at 09:47 PM by Josh Martin

[Richard Brown]

On 7/19/2024 at 12:46 PM, Guest anonymous questioner said:

The president received a letter about something that happened during a board meeting; rather that bringing the issue up during an executive session, they "handled it" themselves. Neither the president nor the VP would share the received complaint.

You say the president would not share the letter with anyone, but do you know or have any idea what the letter was about? Do you know what action it is that the president and vice president took? Do you have any idea what it is that “they handled“?  Was it any kind of official action on behalf of the society?

I’m going to play the devil’s advocate and say first that although nothing in RONR gives the president the authority to act on his own on behalf of the society, neither does RONR require the president to disclose everything that he learns as president. I can imagine some types of issues which he might deal with personally, in the way of, say, resolving a dispute between two members, without bringing it to the attention of the full board.  

A little bit of context here would be helpful.

Note: the president might (or might not) have some sort of fiduciary duty to disclose certain things to the board, but nothing in RONR provides that the president or any officer must disclose to the board everything he is told by a member. 
 

 

[Joshua Katz]

On 7/19/2024 at 7:42 PM, Richard Brown said:

I’m going to play the devil’s advocate and say first that although nothing in RONR gives the president the authority to act on his own on behalf of the society, neither does RONR require the president to disclose everything that he learns as president. I can imagine some types of issues which he might deal with personally, in the way of, say, resolving a dispute between two members, without bringing it to the attention of the full board.  

 

Well I agree with that. But were told a "decision" was made.

[Richard Brown]

On 7/19/2024 at 9:52 PM, Joshua Katz said:

Well I agree with that. But were told a "decision" was made.

Don’t you think that depends on just what the nature of that “decision” was?  Wouldn’t you agree that a “decision” by the chair to talk with the board member about, say,  his use of profanity during debate is a “decision” that the president — or any other member— could make without having to make a formal motion at a meeting to do?  

We have no context here as to exactly what it was all about or what kind of “decision” was made. 
 

[Josh Martin]

On 7/19/2024 at 9:42 PM, Richard Brown said:

You say the president would not share the letter with anyone, but do you know or have any idea what the letter was about? Do you know what action it is that the president and vice president took? Do you have any idea what it is that “they handled“?  Was it any kind of official action on behalf of the society?

I’m going to play the devil’s advocate and say first that although nothing in RONR gives the president the authority to act on his own on behalf of the society, neither does RONR require the president to disclose everything that he learns as president. I can imagine some types of issues which he might deal with personally, in the way of, say, resolving a dispute between two members, without bringing it to the attention of the full board.  

A little bit of context here would be helpful.

Note: the president might (or might not) have some sort of fiduciary duty to disclose certain things to the board, but nothing in RONR provides that the president or any officer must disclose to the board everything he is told by a member. 

I have no disagreement with this. My issue isn't with what happened with the letter, but with the fact that "our president and vice president made a decision regarding the board itself, without discussing the issue with the rest of the board."

I understood this to mean some sort of action was taken on the board's behalf, but perhaps I have misunderstood something.

On 7/20/2024 at 3:46 AM, Richard Brown said:

Don’t you think that depends on just what the nature of that “decision” was?  Wouldn’t you agree that a “decision” by the chair to talk with the board member about, say,  his use of profanity during debate is a “decision” that the president — or any other member— could make without having to make a formal motion at a meeting to do?  

We have no context here as to exactly what it was all about or what kind of “decision” was made. 

I have no disagreement that the example you describe is something the chair (or any member) is free to do.

Edited July 20, 2024 at 12:41 PM by Josh Martin