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Members overruling Board


Guest Alice

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I'm a member of a non-profit board. We have a very important decision coming up, and it could significantly affect many of our members. We considered polling our membership thru the newsletter, but then the board decided not to do so. We have another board meeting in less than a month, followed 48 hours later by the annual meeting. I think the minority of the board wants the question decided at the annual meeting, while the majority wants to make the decision at the board meeting prior to the annual meeting. If the board msjority does vote for "A", can a member at the annual meeting bring the issue to a vote there, possibly overriding the board?

Thank you in advance.

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The answer probably can be found in your bylaws. Look for provision(s) in the bylaws that specify the powers of the board and the powers of the membership.

And unless the powers of the Board are exclusive in the matter you're referring to, their actions can be countermanded (see the link Mr. Mt. provided).

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And unless the powers of the Board are exclusive in the matter you're referring to, their actions can be countermanded (see the link Mr. Mt. provided).

Our bylaws don't address the issue. Our bylaws chairman has had health problems and is unable to help. So if the board does make a decision, our members are going to want to discuss options A & B. I foresee the discussion will come to a head at the annual meeting. Would the members then have to vote on a recission before voting on option A vs B?

Thank you,

Alice

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Our bylaws don't address the issue.

So if the board does make a decision, our members are going to want to discuss options A & B.

Would the members then have to vote on a rescission before voting on option A vs B?

Please check your bylaws to determine:

(a.) whether the board can override decisions of the membership.

(b.) whether the membership can override decisions of the board.

(c.) whether your board has NO authority to make the initial decision, i.e., whether the issue falls, or does not fall, under the jurisdiction of the board.

Remember, by default, all boards are powerless. Thus, you must first read your bylaws to determine if the board has any authority whatsoever. And if there is authority granted to your board, then you must again determine if this action is one of those issues which does fall under the authority of your board.

If #a, then your question is moot.

If #b, then the membership rescinds the (affirmatively adopted?) motion of the board.

If #c, then your question changes from action to inaction, i.e., the decision of the board was never valid, and there is nothing to rescind; thus a point of order is sufficient).

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Kim (and others),

I don't mean to hijack the thread but I'm following this trying to answer a question I'm dealing with. I was wondering, if my particular bylaws only state that they have the authority to carry on business of the Assoc between meetings and deal with purchase of equipment and expenditures. Does that mean our board is your option © ...your board has NO authority to make the initial decision?

Our board thinks they can decide on everything, if what you are implying is right in my situation, where in RR's can I point them to show major decisions have to go to the general association?

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I don't mean to hijack the thread

It is not too late to START YOUR OWN THREAD.

If my particular bylaws only state that they have the authority to carry on business of the Assoc between meetings and deal with purchase of equipment and expenditures.

Does that mean our board is your option "c" (board has NO authority to make the initial decision)?

Unknown.

Once you ask, "Here is our bylaw. What does our bylaw mean?" then you have jumped outside of RONR and into the art of INTERPRETATION of customized wording.

Remember, by default, boards are powerless. If you think you board has some authority, then the SOURCE of that authority WON'T be from Robert's Rules of Order, but from somewhere else - namely, your bylaws, or an adopted motion involving authorization of some kind.

Here is the kicker. - If the given power is not "expressly" (the technical term) dedicated to your board, then your board remains an "instrumentality" (again, a technical term of RONR) of the general membership, and cannot overrule the general membership, or have final say over that issue.

Thus, this likewise turns into an issue of INTERPRETATION of your customized wording within your bylaws.

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Kim (and others),

I don't mean to hijack the thread but I'm following this trying to answer a question I'm dealing with. I was wondering, if my particular bylaws only state that they have the authority to carry on business of the Assoc between meetings and deal with purchase of equipment and expenditures. Does that mean our board is your option © ...your board has NO authority to make the initial decision?

Our board thinks they can decide on everything, if what you are implying is right in my situation, where in RR's can I point them to show major decisions have to go to the general association?

It's up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Official Interpretation 2006-13 and RONR, 10th ed., pg. 465, lines 26-30; pg. 466, lines 7-14 may also be of assistance in interpreting this question.

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Kim wrote:

Please check your bylaws to determine:

(a.) whether the board can override decisions of the membership.

(b.) whether the membership can override decisions of the board.

(c.) whether your board has NO authority to make the initial decision, i.e., whether the issue falls, or does not fall, under the jurisdiction of the board.

Remember, by default, all boards are powerless. Thus, you must first read your bylaws to determine if the board has any authority whatsoever. And if there is authority granted to your board, then you must again determine if this action is one of those issues which does fall under the authority of your board.

If #a, then your question is moot.

If #b, then the membership rescinds the (affirmatively adopted?) motion of the board.

If #c, then your question changes from action to inaction, i.e., the decision of the board was never valid, and there is nothing to rescind; thus a point of order is sufficient).

I just rec'd a copy of our bylaws. Under Parliamentary Authority, it says only that RONR shall govern the organization.

The Board has made the decision in question every year for 18 years. It's always been an obvious one, so there has been no discussion by the membership. But circumstances have changed, and this upcoming decision could potentially negatively affect 40 - 60 % of our members. Based on your reply, it sounds like I need to make a motion at the annual meeting to rescind the board motion.

Thank you so much for all your advice.

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Here is the kicker. - If the given power is not "expressly" (the technical term) dedicated to your board, then your board remains an "instrumentality" (again, a technical term of RONR) of the general membership, and cannot overrule the general membership, or have final say over that issue.

Well, if you strike "expressly" and insert "exclusively", this post may not be a total loss. :rolleyes:

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