Board vote

[Guest Stanley]

Our assoc. has an upcoming board meeting where they have plans on voting wether a member is in violation of a particular bylaw. If the board votes on this issue should the decision be based on a majority or 2/3 basis? Our current bylaws and constitution do not address this issue.

[Robert B Fish]

It's strange they would be voting on this. If a member feels that a particular bylaw is being violated, he/she may raise a point of order and the chairman will rule whether the point of order was well taken. An appeal of the chairman's ruling may be made with a majority vote being required to overturn the chairman's ruling.

Now, if you are speaking of discipling, see Chapter XX, RONR, 10th ed.

Finally, I trust from your post that the board even has the authority to decide this question. Of course, I can't tell what your bylaws say or exactly what the board will be voting upon.

-Bob

[Guest Stanley]

Little background: Issue of the member being possibly in violation was brought up at the last meeting of the general membership. The board took it upon themselves to decide wether the member was in violation or not. There is a question if the board even has the right to vote on it but for argument sake we assuming that they do. Assuming they do have the right to vote on it we are wondering if it would be 2/3 or majority to decide the issue? Hopefully that might clarify the situation a little better?

[Robert B Fish]

Situation 1. If the bylaws say, "All members of the club must reside in ABC County." It is being held that Mr. A actually resides in XYZ County. Any member could raise a point of order that Mr. A is not eligible to continue as a club member because he does not reside in ABC County. As there is conflicting information, the chairman could submit the question to the assembly and they decide by vote, majority rules.

Situation 2. If a contain some sort of clause requiring good behavior or the like and it's being held that Mr. A has violated that clause, that would be a disciplinary hearing and you need to follow the procedures in Chapter XX, RONR, 10th ed.

Perhaps you could be a bit more specific about the violation.

-Bob

[Kim Goldsworthy]

Assuming they [the board] do have the right to vote on it we are wondering if it would be 2/3 or majority to decide the issue?

In general, "to decide issues" takes a majority vote.

A two-thirds vote will be applicable only where rescinding or amending an EXISTING precedent, policy, rule, etc., is involved.

Remember, the board members are not voting on guilt or innocence. It isn't a verdict. It isn't discipline.

It is a "yes" or "no" proposition, "that Action A violated Rule R." (Or alternatively, "That Action A is in compliance with Rule R.")

You, the board, are not judging the person, nor the quality of the action.

The board is only judging compliance with the rules. Nothing more.

Once the violation is decided (by majority vote), the next step may require a two-thirds vote, depending on WHAT that "next step" turns out to be.

[Guest Stanley]

In reading our bylaws, several of our members feel that that the board didn't have the authority to rule on the alleged violation in the first place. It was brought up at the last board meeting and members of the board were unwilling to acknowledge that they over stepped their bounds. One board member actually said, ‘if we can’t make these decisions then what is our function?’ When the member in question asked to appeal the decision to the general assembly the board refused and said point blank said ‘we make the final decisions’. I’m sure this unfortunate situation has happened to others before. Does anyone have any suggestions or direct references in RONR that we can use to show the board that they only have duties which are given to them in the bylaws?

[Dan Honemann]

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." (RONR, 10th ed., p. 465)

[Trina]

In reading our bylaws, several of our members feel that that the board didn't have the authority to rule on the alleged violation in the first place. It was brought up at the last board meeting and members of the board were unwilling to acknowledge that they over stepped their bounds. One board member actually said, ‘if we can’t make these decisions then what is our function?’ When the member in question asked to appeal the decision to the general assembly the board refused and said point blank said ‘we make the final decisions’. I’m sure this unfortunate situation has happened to others before. Does anyone have any suggestions or direct references in RONR that we can use to show the board that they only have duties which are given to them in the bylaws?

In the description of the content and composition of bylaws:

'If there is to be such a board, sections of this article should:

*specify the board's composition;

*delineate the powers of the board; and

*set forth any special rules by which the board is to conduct its business...'

(RONR p. 559)

Note the use of 'If' -- according to RONR, societies start without a board, and boards start without any powers.

Also, if the potential violation involves the interpretation of the bylaws (it sounds like that may be the case), 'each society determines for itself the meaning of its bylaws.' (RONR p. 570). Unless the bylaws themselves delegate the authority to interpret the bylaws to the board, interpretation of bylaws, when needed, remains a responsibility of the society (the general membership).

[Guest Guest]

Many thanks to all of you.

Trina you are correct the underlying issue is an interpretation of a bylaw. The language used in the bylaw is clear and has technical terms within it which have clear federal and industry established definitions. Therefore in this particular case it appears that it would rely on the section just after your quote ‘When the meaning is clear however, the society, even by a unanimous , cannot change that meaning…’ (RONR p. 570). The problem is the particular board is twisting the wording within the bylaw and going against the standard established definitions in attempt to put a member in a violation. They refuse to accept the fact that it is clear when other members can easily see how clear it is. Ultimately this might have to be settled in the legal system.

[Trina]

....

‘When the meaning is clear however, the society, even by a unanimous , cannot change that meaning…’ (RONR p. 570). The problem is the particular board is twisting the wording within the bylaw and going against the standard established definitions in attempt to put a member in a violation. They refuse to accept the fact that it is clear when other members can easily see how clear it is. Ultimately this might have to be settled in the legal system.

Take a look at Official Interpretation 2006-13, on this site -- it may be relevant:

http://www.robertsrules.com/interp_list.html#2006_13