The Remedy of Appeal

Our Club Constitution and By-Laws clearly provide that the Board of Directors is the governing body (cf., RCM Constitution, Article VI, Section 1; also in RCM By-Laws, Article II, Section 1). In other words, it is the duly elected Directors, acting as a collegial body, who are tasked to make decisions and pass resolutions to steer the organization towards achieving its goals and objectives. Their collective decision is also expected to articulate and reflect the club’s thinking and values.

As the Club’s governing body, the decision of the Board is final, subject only to an appeal by any member (cf., RCM Constitution, Article VI, Section 2; also in RCM By-Laws, Article XIV [b]). This means that any member who disagrees with a decision made by the elected officers can seek its reversal by availing the remedy of appeal. More specifically, the RCM Constitution provides: “Except as herein otherwise specifically provided the decision of the board in all club matters, shall be final, subject only to any appeal to the club. x x x Appeal may be taken from any decision of the board to the club. On such appeal, the decision appealed from shall be reversed only by a two-thirds vote of the members present, notice of such appeal having been given by the secretary to all members of the club at least five days previous to such meeting.” The By-Laws provision on appeal echoes the same mechanism.

An appeal has been lodged to seek the reversal of the Board’s decision supporting a specific candidate. Notably, the Board resolution subject of the appeal was validly passed in a Special Board meeting called for the purpose. The appeal was properly posted with the Club Secretary and, pursuant to the provisions of the Constitution and By-Laws, the matter was scheduled for deliberation. Pursuant to the Board’s directive, proper notices were sent for a face-to-face meeting. The wisdom behind this mechanism enshrined in our Constitution and By-Laws will be put to the test, as this is the first time in recent years that a Board resolution has been appealed and calendared for discussion. For the process to work, both the Board and the appellants must be given the chance to articulate their respective points, and the general membership must be given every opportunity to intelligently consider the matter and vote accordingly.

Another appeal was later filed regarding the manner by which a member may be able to participate in the meeting (face-to-face vis-à-vis hybrid mode). This appeal, too, must be calendared and discussed in a meeting called for the purpose.

In my view, the remedy of appeal should be seen as a healthy and effective process or mechanism to give the members an opportunity to more closely look into particular Board decisions. The appeal must be discussed in a meeting where a quorum is constituted. Moreover, 2/3 of the members present must vote to reverse the appealed Board action. These twin requirements – a) quorum, which is 1/3 of the total members, and b) 2/3 vote – must be met to cause the reversal of the appealed Board resolution. It is hoped that this remedy of appeal will encourage a spirited, enlightened, and respectful deliberation among members, and pave the way to ultimately yield a decision that the RCM as a whole, with its history of leadership and legacy, will be truly proud of – today and in the years to come.

For the benefit of the members, please find below the seven guideposts relative to this extraordinary remedy of appeal:

1. The Board of Directors is the governing body of the club (cf., RCM Constitution, Article VI, Section 1; RCM By-Laws, Article II, Section 1).

2. The Board’s decision on any matter is final, subject only to any appeal to the club by any member (cf., RCM Constitution, Article VI, Section 2; also in RCM By-Laws, Article XIV [b] first paragraph).

3. An appeal must be in writing, filed with the Secretary by any member within 15 days after being notified of the decision appealed from (cf., RCM By-Laws, Article XIV [b] second paragraph).

4. It shall be mandatory to agenda the appeal at a Regular meeting which must be set within 30 days from receipt of said notice of appeal. The Secretary must send a written notice to all members at least 5 days before the meeting (Ibid).

5. A meeting must have a quorum to take up the appeal. To constitute a quorum, 1/3 of the members must be present (cf., RCM By-Laws, Article IV, Section 3).

6. On such appeal, the decision appealed from shall be reversed only by a two-thirds vote of the members present (cf., RCM Constitution, Article VI, Section 2).

7. Decision on appeal by the Club’s General membership shall be final and unappealable elsewhere (cf., RCM By-Laws, Article XIV [b] third paragraph).