[Foundation-l] Board resolutions (chapters)

Sebastian Moleski sebmol at gmail.com
Tue Jan 20 11:49:31 UTC 2009

On Tue, Jan 20, 2009 at 12:41 PM, Florence Devouard <Anthere9 at yahoo.com> wrote:
>> I don't agree that that's necessarily the case. It's entirely within
>> the realm of possibility for a chapter (board) to appoint a
>> representative who can make decisions/vote on behalf of the chapter.
> This should be checked by a lawyer, but imho, that's not correct, at
> least in France. Of course, this would depend on which types of
> decisions. If the decisions were completely operational and if the
> chapter has an ED, and if the decision is within the range of the
> strategy defined by the board, it's entirely okay that the ED makes the
> decision.

This may indeed be different from legal system to legal system. German
law allows the board to appoint individuals who can represent the
chapter individually within a clearly defined subset of the board's
authority. I don't know French law but this may be something articles
of association/bylaws of your chapter may stipulate too.

> However, in most other cases, I do not think that's okay. The
> responsability of the organisation is in the hands of the entire board.
> Not one member. Even if the member receives the delegation to *vote* at
> the meeting, I believe the decision can be cancelled afterwards if the
> board is not in agreement.

If this were the case, establishing any sort of organization with
organizations as members and some sort of decision-making authority
would generally be close to impossible. If there is disagreement in
certain areas among the board, the representative's mandate should
just exlude that topic area. That means, he can participate in some
discussions in a binding way, in others only in an
advisory/consultative manner.

>> If we accept some sort of democratic process as the premise of
>> decision making, open membership creates a range of problems fixed
>> membership does not. If, for example, each chapter gets two voting
>> representatives, it's easier to make up the rules that follow
>> regarding quorum and debate. It's much harder if every chapter can
>> bring as many as they want.
> Sorry, I meant "open membership" but within the board pool (and probably
> ED pool :-)). If 5/9 board members are present at the meeting, they
> constitute a quorum and their decision is *legal*. Of course, the
> chapter may have one or two votes within the entire group.

Sure. The question is one of fairness: is it fair for some chapters to
send five delegates (i.e. voices in discussion) when others can only
afford to send one?


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