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Negating an action by the board of directors


Guest PaulV

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An interesting question came up in a meeting yesterday. Simply stated, suppose the Board of Directors votes to do something. Can, at the next membership meeting where there is the appropriate quorum, a member make a motion that overturns the board decision and bring it to a vote?

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When I put the official interpretation out to the discussion I'm having, I received this reply:

"The description you list is for an Executive Committee taking actions that can be overturned by the Board.

In general, a “membership” cannot overturn actions of a properly elected Board of Directors at all."

This isn't the way that I read it.

Cheers!

Paul

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"The description you list is for an Executive Committee taking actions that can be overturned by the Board."

2006-13 never refers to an executive committee.

2006-13 refers to (a.) a board; (b.) a general membership.

"In general, a “membership” cannot overturn actions of a properly elected Board of Directors at all."

That is quite contrary to Robert's Rules of Order Newly Revised (RONR 10th ed.) and likewise the opposite of 2006-13.

So, your organization is operating on rules which supercede Robert's Rules of Order, I must assume.

That is possible. - Read your bylaws (plus constitution, etc.) to find out.

Perhaps your board indeed is superior to the general membership.

Perhaps there are exclusive areas where the board cannot be overruled.

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When I put the official interpretation out to the discussion I'm having, I received this reply:

"The description you list is for an Executive Committee taking actions that can be overturned by the Board.

Well, tell them to learn how to read. :)

RONR Authorship Team']

In those situations in which a society's bylaws confer upon its executive board full power and authority over the affairs of the society between membership meetings, any motion adopted by the board pursuant to such authority may later be countermanded - that is, rescinded or amended - by the membership at a later membership meeting (RONR [10th ed.], p. 466, l. 11-14), but such rescission or amendment will require adoption by the membership of a motion to Rescind or Amend Something Previously Adopted in accordance with the rules in Section 35, just as if the motion had originally been adopted by the membership itself.

To assist your reading-impaired board, I've taken the liberty of bolding the words they missed. And this should go without saying, but in the context of Official Interpretation 2006-13, "membership" means "membership" and "board" means "board." :)

In general, a “membership” cannot overturn actions of a properly elected Board of Directors at all."

They are incorrect. Have them read OI 2006-13 again and RONR, 10th ed., pg. 466, lines 7-14. So far as RONR is concerned, the general membership runs the show unless the Bylaws say otherwise.

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Actually, the existing bylaws don't mention RONR. We are in the process of re-writing the bylaws and one of the articles of the proposed bylaws says that RONR will govern. There is nothing in the bylaws that says that the board trumps the membership.

Thanks for your help.

cheers!

Paul

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