Acting for the organization

[Guest Sandi]

I hope this is at least an interesting question, if nothing else.

We are an incorporated organization, with by-laws, and defer to RONR on issues not covered in the by-laws. Our membership ranges in age from 18 to 65, with the varying opinions of that would involve. A member recently established a page for the organization on Facebook without discussing this with the Council/Board, or with the general membership. The Council has instructed her to deactivate the Facebook account until they have time to understand how people are given access, and who can "see" the page and the information on that page.

As the only member with any experience with Robert's Rules, Parliamentary Law, and by-laws, I've been asked to explain exactly why no individual has the right to act unilaterally on behalf of the organization. As one of the older members, my answer would be "because you can't!" However, that's certainly not a good enough answer, although it is one my parents would have used.

Can anyone help? I've done a quick search of RONR to see if any section looked promising, but I haven't found anything specific.

[Guest C]

It is a simple matter of privilege. Unless otherwise specified, no member may act on behalf of the membership without an order by the controlling body of that organization.

[Chris Harrison]

I hope this is at least an interesting question, if nothing else.

We are an incorporated organization, with by-laws, and defer to RONR on issues not covered in the by-laws. Our membership ranges in age from 18 to 65, with the varying opinions of that would involve. A member recently established a page for the organization on Facebook without discussing this with the Council/Board, or with the general membership. The Council has instructed her to deactivate the Facebook account until they have time to understand how people are given access, and who can "see" the page and the information on that page.

As the only member with any experience with Robert's Rules, Parliamentary Law, and by-laws, I've been asked to explain exactly why no individual has the right to act unilaterally on behalf of the organization. As one of the older members, my answer would be "because you can't!" However, that's certainly not a good enough answer, although it is one my parents would have used.

Can anyone help? I've done a quick search of RONR to see if any section looked promising, but I haven't found anything specific.

That is a new one on me.

I don't know if there is anything in RONR that is on point regarding the situation. I think that it should go without saying (but apparently not for this member) that no single member or officer has the authority to act for the organization unless the bylaws, applicable rules or laws, or adopted motion permits it. But stick around to see if any of the pros here can give you a better citation. Also you might want to check any applicable documents such as the Articles of Incorporation or applicable laws governing the organization to see what they say on the subject.

[hmtcastle]

A member recently established a page for the organization on Facebook without discussing this with the Council/Board, or with the general membership. The Council has instructed her to deactivate the Facebook account until they have time to understand how people are given access, and who can "see" the page and the information on that page.

Well, assuming she accedes to the council's directive, I don't see any problem. She may have thought she was doing the organization a favor for which everyone would thank her. I'm pretty sure that if you set up a Facebook account for an organization, as opposed to an individual, you have to check a box that says you're the authorized representative of the organization. So you might at least point out to her that she isn't. If push came to shove you could contact Facebook.

[Guest Sandi]

Well, assuming she accedes to the council's directive, I don't see any problem. She may have thought she was doing the organization a favor for which everyone would thank her. I'm pretty sure that if you set up a Facebook account for an organization, as opposed to an individual, you have to check a box that says you're the authorized representative of the organization. So you might at least point out to her that she isn't. If push came to shove you could contact Facebook.

We're hoping she'll accede. She is irritated that the Council took up the issue, and asked the President, who was tasked by the Council with explaining what we wanted, if she even knew what Facebook is. The President assured her that, as the mother of two teenagers, she knows exactly what Facebook is. And you bring up an excellent point. She is in an appointed position that involves keeping the Branch members appraised of National activities (our organization is a loosely affiliated Branch - not a "chapter"); she isn't elected, and has no authority beyond what the Council has given her.

From her reaction to this point, I feel certain she will check the bylaws, and not finding a statement that individuals are prohibited from acting unilaterally, she will assure us that she has every right to do as she has done. I get tired just THINKING about her response.

I appreciate the input to this point, and will check back over the next several days to see what other comments are made.

[hmtcastle]

I feel certain she will check the bylaws, and not finding a statement that individuals are prohibited from acting unilaterally, she will assure us that she has every right to do as she has done.

I suspect logic may be lost on her but you might ask her what would happen if every member set up a Facebook account claiming to represent the organization. Or if someone set up a Facebook account claiming to represent her.

I vaguely recall an ethical rule-of-thumb which had something to do with determining whether a particular action was right by asking if you'd want there to be a law requiring everyone to act that way. But I probably have that wrong.

[Chris Harrison]

From her reaction to this point, I feel certain she will check the bylaws, and not finding a statement that individuals are prohibited from acting unilaterally, she will assure us that she has every right to do as she has done. I get tired just THINKING about her response.

Well a counterpoint is to ask her if the bylaws permit her to take unilateral action in the name of the organization. Also, what would happen if everyone decided to act unilaterally and do their own thing? How could the organization survive such chaos. Hopefully, her logical side will acknowledge what you are saying and she will shut down the Facebook account.

If she still doesn't accede you might have to point her to the section of the bylaws that discusses discipline (or RONR Chapter XX if there isn't one). Maybe she will get the drift.

[Chris Harrison]

I suspect logic may be lost on her but you might ask her what would happen if every member set up a Facebook account claiming to represent the organization. Or if someone set up a Facebook account claiming to represent her.

Good idea.

[hmtcastle]

Good idea.

Well, you know what they say about "great minds".

Though, on this forum, it sometimes borders on the creepy.

[Guest Nancy N.]

The organization -- or, on its behalf, the board, or council, or whoever or whatever body is authorized to speak for it, um, unlike the Facebooking member -- can adopt a standing rule that will govern how members are allowed to represent the organization to the public, or any part of it. She should then know better than to violate the rule, like everyone else.

I think going for what the bylaws allow, or prohibit, is a blind alley, or leads to one.

[Josh Martin]

But stick around to see if any of the pros here can give you a better citation.

I think the best citation is RONR, 10th ed., pg. 440, lines 19-31. While the paragraph refers to the President, in my opinion, the same principles apply to other officers, officials, and members of the society. I think the President is just singled out as the office is often given extensive administrative authority, and because Presidents often like to make up authority for themselves.

I think RONR, 10th ed., pg. 432, lines 10-11 is useful as well, and helps clarify the intent of the pg. 440 citation.

Perhaps this is something that will be further clarified in the 11th edition.