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can a board of directors disregard a motion made seconded and passed by the membership of the organization at a properly called annual meeting

Dear Doyle,

My goodness "no." That is my first response answer. However, the parliamentarian said, "not so quick, Little Ben." So here is the principle that decides the answer since we do not know what your bylaws state or the motion or any other circumstances surrounding this problem.

Parliamentary Principle: "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void. Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late." That answer is from page 483 of "Robert's Rules of Order Newly Revised, 11th edition."

Basically the assembly has the final word on everything unless the bylaws give the board specific things to do. For example if the bylaws state that board decides the amount of all donations then the assembly cannot make a motion that would take that power away from them.

So if the motion adopted does not conflict with the bylaws, the board must carry it out. I think your board owes your members an explanation for not carrying out the assembly's wishes

Cheerio!

Little Ben


Question submitted by doyle on March 26, 2015