Name of Organization

[Guest Jonathan]

A resolution was submitted in a timely manner to be discussed at our Annual Convention. However, prior to the Annual Convention, the Executive Director of the Board sent out a memo responding to our resolution. The resolution requested that we be known as Sertoma International, as opposed to Sertoma, Inc. Sertoma, Inc. came about as the legal successor of Sertoma International and the Sertoma Foundation. Upon receiving our resolution, the Executive Director responded as follows:

The use of Sertoma as the DBA is neither a construct nor an interpretation of the Governing Documents, but rather an implementation of existing legal agreements resulting from the merger. The Board does not have the authority to set aside those agreements--as such this would be advisory, or at best require a future vote by the members to amend those agreements.

The use of descriptive language, national, or international--is also not a construct or interpretation of the Governing documents. That section of the resolution does conflict with the authority and responsibilities of the Board and taken unto itself would make the resolution out of order, if not considered advisory.

The authority that he cites to support his stance is in our bylaws:

"The board shall have full authority to interpret the Bylaws and full authority to establish, construe and interpret the Policy and Procedure Statements of Sertoma.

I understand that his say is not final, but it might be enough to prevent the board from bringing it up at convention. Also, even if the resolution is brought up, his argument might be enough to sway votes his way. Does anyone see anything that I might be able to use to fight his stance on this issue?

Thank you

[Kim Goldsworthy]

I understand that his say is not final, but it might be enough to prevent the board from bringing it up at convention. Also, even if the resolution is brought up, his argument might be enough to sway votes his way.

Does anyone see anything that I might be able to use to fight his stance on this issue?

Fight what? An opinion?

What alternative are YOU fighting for?

... an implementation of existing legal agreements resulting from the merger.

If you are looking for a legal opinion (and anything touching upon "incorporation" or "mergers" are likely to be legal in nature more so than parliamentary in nature), then we cannot help you.

[Guest Jonathan]

Cleary Kim, the alternative that I Would be fighting for would be to pass the resolution and say that the Board has the authority to decide such a matter thus allowing use to achieve the name change that we want.

[Gary c Tesser]

Jonathan, I think that what you need to find out is, what rights ARE reserved to the membership by the governing documents?

[Josh Martin]

Cleary Kim, the alternative that I Would be fighting for would be to pass the resolution and say that the Board has the authority to decide such a matter thus allowing use to achieve the name change that we want.

This question is apparently based on an interpretation of law and is therefore beyond the scope of this forum. You'll need to consult a lawyer.

[Kim Goldsworthy]

... the alternative that I would be fighting for would be to pass the resolution and say that the Board has the authority to decide such a matter thus allowing use to achieve the name change that we want.

Then the answer is easy, simple, and direct.

Based on Robert's Rules of Order alone, your board has no authority whatsoever.

Board authority must come from a source outside of Robert's Rules of Order.

Namely, one's bylaws, constitution, articles of incorporation, or similar high-level document.

[Gary c Tesser]

Then the answer is easy, simple, and direct.

Based on Robert's Rules of Order alone, your board has no authority whatsoever.

Board authority must come from a source outside of Robert's Rules of Order.

Namely, one's bylaws, constitution, articles of incorporation, or similar high-level document.

No, Kim. Please stop it.

[Kim Goldsworthy]

No, Kim. Please stop it.

You cannot stop The Truth.

RONR grants NOTHING NOTHING NOTHING to a board.

[Josh Martin]

Then the answer is easy, simple, and direct.

Based on Robert's Rules of Order alone, your board has no authority whatsoever.

Board authority must come from a source outside of Robert's Rules of Order.

Namely, one's bylaws, constitution, articles of incorporation, or similar high-level document.

You cannot stop The Truth.

RONR grants NOTHING NOTHING NOTHING to a board.

True, but your current description leaves out "or by vote of the society's assembly referring individual matters to it." (RONR, 10th ed., pg. 465)

[Kim Goldsworthy]

True, but your current description leaves out "or by vote of the society's assembly referring individual matters to it." (RONR, 10th ed., pg. 465)

Beware the difference.

(a.) an adopted motion

... is not the same thing as ...

(b.) the default rules of RONR.

Didn't I say that RONR grants no authority to a board?

Once you adopt a motion, you've jumped over the default parliamentary rules and into a customized rule.

There are a 3 or 5 ways to give authority to a board; and 100% of those ways are above and beyond RONR's ways.

[Josh Martin]

Beware the difference.

(a.) an adopted motion

... is not the same thing as ...

(b.) the default rules of RONR.

Didn't I say that RONR grants no authority to a board?

Once you adopt a motion, you've jumped over the default parliamentary rules and into a customized rule.

There are a 3 or 5 ways to give authority to a board; and 100% of those ways are above and beyond RONR's ways.

I agree. But you originally said "Board authority must come from a source outside of Robert's Rules of Order. Namely, one's bylaws, constitution, articles of incorporation, or similar high-level document." An ordinary motion is not a "similar high-level document." You have commendably clarified your position in subsequent posts.