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Setting the Agenda
QUESTION: Who sets the agenda for board meetings? I'm concerned the board president may prevent discussion of needed items by refusing to put them on the agenda.

ANSWER: When it comes to setting board meeting agendas, all directors have a right to bring business before the board. Except for decisions previously made by the board, the president cannot choke off the board's business by refusing to list matters on the agenda.

Motion to Add Agenda Item
. Under Robert's Rules of Order, the chair of a meeting cannot refuse a to put a motion to the body provided the motion is in order at the time. For an order to not be in order, it must be in violation of law or the bylaws. If a chair abuses his authority and refuses to put to a vote a motion to include an action item on the next meeting's agenda, any director can make the motion and put the motion to vote without the chair. (Robert's Rules, 11th ed., p. 650-651.) If the motion is adopted by a majority of directors, that motion must appear on the next agenda.

Abuse of Authority. If a chair abuses his authority, he can be censured or removed.

Adams Kessler PLC
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