Board Discretion

[Guest Carl]

What are the board's options on the following:

Committee voted to put individuals into membership. Not all committee members were contacted nor was the time allowed as specified to vote allowed so only 10 out of 31 voted.

Board felt that the process was not done fairly and personal reasons were used to vote versus qualifications so the board decided to let one other member in.

Committee chair says that board has no right to do this and overturn the committee votes.

If the board does overturn that the overall membership must now vote on this and be informed of this change.

Please cite sections that apply to this situation.

Thank you.

[hmtcastle]

Committee chair says that board has no right to do this and overturn the committee votes.

Your board has only the authority given it by your bylaws. There is no generic "default" board in RONR. Similarly, the committee has only the authority given it either by the bylaws or by the motion that created it.

[Kim Goldsworthy]

What are the board's options on the following?:

Committee voted to put individuals into membership.

Not all committee members were contacted nor was the time allowed as specified to vote allowed so only 10 out of 31 voted.

Board felt that the process was not done fairly and personal reasons were used to vote versus qualifications so the board decided to let one other member in.

Committee chair says that board has no right to do this and overturn the committee votes.

If the board does overturn that the overall membership must now vote on this and be informed of this change.

The default case, for all organizations, short of a rule saying otherwise, is this:

• Boards are powerless.

• Committees are powerless.

Thus, without reading your bylaws, and starting at Square One, your question is moot.

Now, we get to the sticky wicket:

• Boards can be empowered - by one's bylaw, or via an adopted motion by the general membership.

• Committees can be empowered - by one's bylaw, or via an adopted motion by the general membership.

Thus we get to Phase Two:

SOMEONE MUST READ YOUR BYLAWS.

Someone must determine if the board has any authority.

Someone must determine if the committee has any authority.

Someone must determine if the granted power is exclusive to any given body.

Someone must determine if your board can or cannot overturn the decision(s) of your committee.

So, your question cannot be answered EXCEPT by someone who had read your documents of governance, and who knows the rules behind all this "membership granting" authority. - WHO gets to do WHAT.