Guest Joe T.

Motion contrary to corporation bylaws

7 posts in this topic

A motion was made and seconded in board meeting. Discussion was held. Vote was taken and approved. One member then asserts that vote is null and void because vote is contrary to board bylaws (his interpretation). Is this true?  

Share this post


Link to post
Share on other sites

None of us know if it violates the bylaws, for many reasons.  However, if in fact a motion violates the bylaws, then a point of order should be raised.

Share this post


Link to post
Share on other sites
29 minutes ago, Guest Joe T. said:

A motion was made and seconded in board meeting. Discussion was held. Vote was taken and approved. One member then asserts that vote is null and void because vote is contrary to board bylaws (his interpretation). Is this true?  

If the motion is, in fact, contrary to the board bylaws, then it is null and void.

Share this post


Link to post
Share on other sites

The vote taken was for the presidency of the board after the newly-elected president died after only serving two months of his two year term.  The member stating the vote was in contrary to the bylaws, contends that when HE wrote the bylaws, he intended the vote to go to all members of the corporation, not just the board members, if certain criteria were met.  Unfortunately, the reading of the pertinent bylaws (2) is confusing and open to interpretation.  Even HE agrees that the attorney for the corporation states the wording in the bylaws does not offer clear guidance in this matter. I have suggested that he needs to correct the bylaws so that it is clear what the protocol should be if this event were to ever come up again.  Lacking that, the board voted their conscience and their vote should stand.  The board cannot be faulted if his original wording is unclear and his INTENT is not clear.    

Share this post


Link to post
Share on other sites

The member raised a point of order and it should have been ruled on, right there and then, by the chairman; or the chair could have turned the matter over to the members for a vote. Was it? Or did you all just chat about his complaint? There is a reason to follow procedure — it get things over and done with.

Share this post


Link to post
Share on other sites
4 hours ago, Guest Joe T. said:

The vote taken was for the presidency of the board after the newly-elected president died after only serving two months of his two year term.  The member stating the vote was in contrary to the bylaws, contends that when HE wrote the bylaws, he intended the vote to go to all members of the corporation, not just the board members, if certain criteria were met.  Unfortunately, the reading of the pertinent bylaws (2) is confusing and open to interpretation.  Even HE agrees that the attorney for the corporation states the wording in the bylaws does not offer clear guidance in this matter. I have suggested that he needs to correct the bylaws so that it is clear what the protocol should be if this event were to ever come up again.  Lacking that, the board voted their conscience and their vote should stand.  The board cannot be faulted if his original wording is unclear and his INTENT is not clear.    

It is certainly correct that, in the long term, the bylaws should be amended to remove the ambiguity, but until that occurs, the board (and ultimately, the membership) must interpret the provision as best as it can. It is not proper to simply ignore the bylaws because they are unclear. If it is correct that the bylaws require an election by the membership to fill the vacancy, then that is what  must occur, and the board's election is null and void.

Share this post


Link to post
Share on other sites
Guest
You are commenting as a guest. If you have an account, please sign in.
Reply to this topic...

×   You have pasted content with formatting.   Remove formatting

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

Loading...