Board members making contracts

[hollasa]

I'm assisting a friend with a board situation, and I wanted to get a take on this one:

* Two board members (out of seven) signed a contract with an employee. There doesn't seem to have been a vote taken to authorize this, but I'm having friend check on this.

* The contract with the employee states that the employee cannot be terminated without the vote of 6 out of 7 board members (ie, not just a majority or a 2/3s vote for terminating, must be 6 out of 7).

I am definitely sending friend to a lawyer - but from a Roberts Rule of Order perspective, can two members of a board bind the board to a contract, without authorization from the board? And is it possible for a 3rd party to demand a different method of making board decisions (not just a majority)?

[Rob Elsman]

I can see from this post and your earlier one that you are really struggling. I suggest you get hold of a copy of RONR, 10th ed., and read the sections on officers, §47, pp. 431ff, boards, §49, pp. 464ff, and committees, §50, pp. 471ff.

[Trina]

I'm assisting a friend with a board situation, and I wanted to get a take on this one:

* Two board members (out of seven) signed a contract with an employee. There doesn't seem to have been a vote taken to authorize this, but I'm having friend check on this.

* The contract with the employee states that the employee cannot be terminated without the vote of 6 out of 7 board members (ie, not just a majority or a 2/3s vote for terminating, must be 6 out of 7).

I am definitely sending friend to a lawyer - but from a Roberts Rule of Order perspective, can two members of a board bind the board to a contract, without authorization from the board? And is it possible for a 3rd party to demand a different method of making board decisions (not just a majority)?

Unless the organization's bylaws give these two board members this specific out-of-meeting authority, no, they can't speak for the assembly (the board). If the board is authorized to hire and sign contracts (is it?), that action would have to be authorized by a vote at a proper meeting. Even if the contract were the result of a motion, from a RONR perspective the unexecuted parts of a motion can be rescinded or amended. I think the attempted 6-out-of-7 vote requirement could be rescinded or amended in the usual way (the motion to rescind, or amend something previously adopted -- see RONR pp. 293-299 -- requires majority vote with notice OR two-thirds vote without notice OR majority vote of the entire membership), so the 6-out-of-7 requirement is basically meaningless, from a parliamentary perspective.

To actually do anything about a signed contract you'll want the advice of a lawyer, but it sounds as though you and your friend are heading that way already.

[Kim Goldsworthy]

... from a Roberts Rule of Order perspective, can two members of a board bind the board to a contract, without authorization from the board?

And is it possible for a 3rd party to demand a different method of making board decisions (not just a majority)?

No individual, as well as no two individuals, can take official action on behalf the organization without permission or without authorization.

If there is no adopted motion, and no bylaw, which grants such power to those two individuals, then certainly, nothing in Robert's Rules of Order grants anyone or any committee the power to hire or fire employees on behalf of an organization.

Not even a president.

Not even a president plus a vice-president.

Not even a president, plus a vice-president, plus a secretary, plus a treasurer.

[hollasa]

followup question:

Does anyone have a nice little document / link to document stating the difference between what an executive director of an organization is in charge of, and what the board is in charge of? I'm thinking of something short and easy to comprehend, for people who have no clue.

My friend was told by the executive director that she didn't need to answer his questions, since he's "only a volunteer".

My friend is the new President of the organization.

(oh, there's a whole bunch of issues with this organization... have been able to fill friend on "you run the meeting, you tell people to show you where it says you can't do that in the rules, and other common suggestions from this board")

[Kim Goldsworthy]

Does anyone have a nice little document / link to document stating the difference between what an executive director of an organization is in charge of, and what the board is in charge of?

Are you asking "What is a board in charge of, or what is an executive director in charge of, according to Robert's Rules of Order Newly Revised (10th edition 2000)?"

That's easy enough to answer: "Nothing."

That is:

1. by default, you have no executive director.

2. by default, you have no board.

RONR grants you no such thing as a default set of "directors", or a default "executive director". - You've got to DEFINE a board within your bylaws; or CREATE THE POSITION of "executive director" by motion or by rule.

If you DO have an "executive director", or if you DO have a "board", then, by default:

1. the executive director has no authority.

2. the board has no authority.

In other words, Robert's Rules of Order has no fixed duties which apply AUTOMATICALLY to a board, or to an executive director.

All those duties, powers, responsibilities, etc., come from SOMEWHERE outside of Robert's Rules of Order. - Either (a.) the bylaws; (b.) an adopted motion (authorizing the party in some way).

[Gary c Tesser]

followup question:

Does anyone have a nice little document / link to document stating the difference between what an executive director of an organization is in charge of, and what the board is in charge of? I'm thinking of something short and easy to comprehend, for people who have no clue.

My friend was told by the executive director that she didn't need to answer his questions, since he's "only a volunteer".

My friend is the new President of the organization.

(oh, there's a whole bunch of issues with this organization... have been able to fill friend on "you run the meeting, you tell people to show you where it says you can't do that in the rules, and other common suggestions from this board")

The nice little document is RONR, 10th Edition, 2000, with the bilious gold cover, and, in the early printings (like both of mine, generously donated), the cracked spine around p. 402 with the consequently deciduous leaves nearby, the adorable misspelling of "millennium" on p. VI, and the indelicate typo on p. 630, line 33. It's not on the INternet -- what is on the Internet dates to about 1915, which, while compatible, is in some respects inevitably out of date. RONR's Tenth Edition can easily be taken as a nice little document since it can roomily be tucked into any back pocket, provided that the back pocket is sufficiently capacious. In RONR (10th), the Executive Director (more prominently called the Executive Secretary) is discussed on the easy p. 447 - 449. The role of the board is on p. 465-466 (I've said this so often, I didn't even look it up -- how chagrinning if I'm off). And it's not difficult even for those who have a clue.

O Great Steaming Cobnuts now, the president is only a volunteer. Yeah? According to parliamentary law (the premier codification of which happens to be RONR), someone is either a member or is not. A member has all rights, a non-member has none. Is the president a member? Is the ED?

Incidentally, please PLEASE pick up a copy of RONR - In Brief, at least and read it at once ... it'll take a couple of hours (the first time), and don't put it off. Then pass some more around.

Finally (because I might be finished), I'm rather alarmed by ""you run the meeting, you tell people to show you where it says you can't do that in the rules, and other common suggestions from this board")". Much of this is flawed, some badly.

[Guest Margaret]

(Difficulty logging in, so posting from guest account).

"Are you asking "What is a board in charge of, or what is an executive director in charge of, according to Robert's Rules of Order Newly Revised (10th edition 2000)?""

No, I'm asking what a typical set up is like - I'm sure that I've been do a board training meeting that had a very simple breakdown of the rights, obligations, differences, and duties of board and staff. This particular organization is indeed set up so that it is "managed and controlled" by the board.

"Finally (because I might be finished), I'm rather alarmed by ""you run the meeting, you tell people to show you where it says you can't do that in the rules, and other common suggestions from this board")". Much of this is flawed, some badly."

Quite right, my apologies. I was trying to communicate a sense of empowerment to my friend. He's the president, and hasn't been chairing the meeting "because we don't do it that way, that isn't the rule". He also has been having difficulty with other issues, to which the response is something along the lines of "you're only a volunteer", or "we've always done it this way". My point to him is that the bylaws are on his side. Roberts Rules is on his side. Other governing legislation is on his side. If told by the ED that "you can't do that", ask the ED to show him where it says that in the bylaws, and be prepared with a copy of the bylaws, a copy of Roberts Rules, and some scripts for how to run things. In any case, he needs to take action, and not just be intimated by custom.

I am going through my own personal nice gold copy of Robert's Rules of Order Newly Revised, 10th edition, in order to pull out sections to help friend. This is not a nice short document, however, and tends to scare some people. Given the various beliefs in this organization, such as that the board are volunteers who don't have the power to direct the ED, I think they need something a bit more basic to help them out, as beneficial as the full book would be. Waaay more basic, and probably with a lower reading grade level.

Thanks again!

[Guest Margaret]

Forgot to mention - the president is a member (both organization and board), ED is not a member. ED's husband is a board member, however.

[Kim Goldsworthy]

No, I'm asking what a typical set up is like - I'm sure that I've been do a board training meeting that had a very simple breakdown of the rights, obligations, differences, and duties of board and staff.

This particular organization is indeed set up so that it is "managed and controlled" by the board.

"Yeow!"

That is putting the cart before the horse.

It is backwards to:

(1.) FIRST, create a position of "executive director".

(2.) SECOND, ask the question, "What the Sam Hill does an executive director do?

Usually, it is the other way around:

(1.) The organization concludes that there is a need for Task A, Task B, Task C, Task D, ..., Task N, to be done, or to be monitored, which CANNOT be done (or CANNOT be adequately monitored) by the board or by the general membership.

(2.) The organization decides to bypass the board and bypass the general membership for these tasks, and chooses to create a new position, i.e., a paid employee who can monitor the tasks or execute the tasks, with more regularity, or more speed, or just plain BETTER, that either body of the organization.

Since this Q&A Forum is dedicated to Robert's Rules of Order Newly Revised (10th ed. 2000), then it is not proper to post questions about ADMINISTRATION or MANAGEMENT.

And indeed your question is definitely asking about what a board does, or what an executive director does, above and beyond the gavel-to-gavel parliamentary procedure of a board or of an executive director.

So I must point to you look elsewhere for answers to questions of management style or board hierarchy or administration practices.

[Gary c Tesser]

(Difficulty logging in, so posting from guest account).

"Are you asking "What is a board in charge of, or what is an executive director in charge of, according to Robert's Rules of Order Newly Revised (10th edition 2000)?""

No, I'm asking what a typical set up is like - I'm sure that I've been do a board training meeting that had a very simple breakdown of the rights, obligations, differences, and duties of board and staff. This particular organization is indeed set up so that it is "managed and controlled" by the board.

"Finally (because I might be finished), I'm rather alarmed by ""you run the meeting, you tell people to show you where it says you can't do that in the rules, and other common suggestions from this board")". Much of this is flawed, some badly."

Quite right, my apologies. I was trying to communicate a sense of empowerment to my friend. He's the president, and hasn't been chairing the meeting "because we don't do it that way, that isn't the rule". He also has been having difficulty with other issues, to which the response is something along the lines of "you're only a volunteer", or "we've always done it this way". My point to him is that the bylaws are on his side. Roberts Rules is on his side. Other governing legislation is on his side. If told by the ED that "you can't do that", ask the ED to show him where it says that in the bylaws, and be prepared with a copy of the bylaws, a copy of Roberts Rules, and some scripts for how to run things. In any case, he needs to take action, and not just be intimated by custom.

I am going through my own personal nice gold copy of Robert's Rules of Order Newly Revised, 10th edition, in order to pull out sections to help friend. This is not a nice short document, however, and tends to scare some people. Given the various beliefs in this organization, such as that the board are volunteers who don't have the power to direct the ED, I think they need something a bit more basic to help them out, as beneficial as the full book would be. Waaay more basic, and probably with a lower reading grade level.

Thanks again!

Given Margaret's clarification, I suspect that she's on the side of the angels. (Which statement might be disgustingly self-serving, since I've been saying much the same thing, as have Mr Goldsworthy and others, for some years -- although regrettably more often with the hysterical ranting tone that Mr Goldsworthy and I have displayed in this discussion thread.)

Margaret, the more basic book you're looking for RONR-In Brief. You can hold their hands while they read it, I suspect it will help. Maybe if you need it I can come hold their hands myself -- $4.50 an hour can go a long way.