Guest GoldMember Posted January 2, 2013 at 07:59 PM Report Share Posted January 2, 2013 at 07:59 PM Do By-Laws supersede Board policy? Link to comment Share on other sites More sharing options...
Schroeder Posted January 2, 2013 at 08:04 PM Report Share Posted January 2, 2013 at 08:04 PM Yes. I don't see how it can be any other way. The Board has to act according to some kind of guiding principles, and not just make it up as they go along. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 2, 2013 at 08:33 PM Report Share Posted January 2, 2013 at 08:33 PM Ok so for an example. The by-laws state "All rights to televise, videotape, advertise, photograph, promote or otherwise exploit this event are vested in the clubs, or persons to whom assignments of such rights have been made in writing."The Board Policy states "The Board shall develop and publish specific and mandatory contractual requirements governing the conduct of all persons engaged in the commercial filming and/or electronic transmission of AKC-approved dog events. The clubs holding these AKC-approved events are responsible for enforcing these requirements, and are prohibited from entering into any contract which would place them in violation of these requirements."Doesn't that policy conflict with the by-laws. Especially when the club is an independent corporation? Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 2, 2013 at 08:38 PM Report Share Posted January 2, 2013 at 08:38 PM Ok so for an example. The by-laws state "All rights to televise, videotape, advertise, photograph, promote or otherwise exploit this event are vested in the clubs, or persons to whom assignments of such rights have been made in writing."The Board Policy states "The Board shall develop and publish specific and mandatory contractual requirements governing the conduct of all persons engaged in the commercial filming and/or electronic transmission of AKC-approved dog events. The clubs holding these AKC-approved events are responsible for enforcing these requirements, and are prohibited from entering into any contract which would place them in violation of these requirements."Doesn't that policy conflict with the by-laws. Especially when the club is an independent corporation?The power of the board should be spelled out in the bylaws. And an effort to determine the meaning of bylaws requires them to be read in their entirety, which is beyond the scope of this forum.Any action taken in conflict with the bylaws is null and void. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 2, 2013 at 08:41 PM Report Share Posted January 2, 2013 at 08:41 PM Yes. I don't see how it can be any other way. The Board has to act according to some kind of guiding principles, and not just make it up as they go along.It can be any way that the governing documents say that it is. Some boards are authorized to just make it up as they go along. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 7, 2013 at 03:54 PM Report Share Posted January 7, 2013 at 03:54 PM Ok so for an example. The by-laws state "All rights to televise, videotape, advertise, photograph, promote or otherwise exploit this event are vested in the clubs, or persons to whom assignments of such rights have been made in writing."The Board Policy states "The Board shall develop and publish specific and mandatory contractual requirements governing the conduct of all persons engaged in the commercial filming and/or electronic transmission of AKC-approved dog events. The clubs holding these AKC-approved events are responsible for enforcing these requirements, and are prohibited from entering into any contract which would place them in violation of these requirements."Doesn't that policy conflict with the by-laws. Well, presuming those contracts are done in writing, where do you think the conflict is? Link to comment Share on other sites More sharing options...
Schroeder Posted January 7, 2013 at 07:25 PM Report Share Posted January 7, 2013 at 07:25 PM It can be any way that the governing documents say that it is. Some boards are authorized to just make it up as they go along.Even so, the authority to make it up as they go along comes from the Bylaws. Board policy still cannot supercede the Bylaws. Link to comment Share on other sites More sharing options...
Tim Wynn Posted January 7, 2013 at 07:55 PM Report Share Posted January 7, 2013 at 07:55 PM Even so, the authority to make it up as they go along comes from the Bylaws. Board policy still cannot supercede the Bylaws.Yes it can, in matters placed exclusively under the control of the board, by the constitution, the articles of incorporation, the rules of a parent organization, or any other higher governing document. Link to comment Share on other sites More sharing options...
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