Amendment ignored

[Guest Barkeeper]

An amendment pertaining to elegibility of voter members to our non-profit constitution was entered into the minutes as being moved, seconded and approved by vote. At the following meeting the minutes were read and approved (including the amendment). Since that time during a closed exectutive session the board has voted / decided to ignore the minutes and amendment, and disallow a recent election.

My question is, Is an amendment valid after having been read into the minutes, and can an amendment be ignored / removed / resinded by a board of directors in closed executive session, without the knowledge and consent of the general membership ?

[Sean Hunt]

An amendment pertaining to elegibility of voter members to our non-profit constitution was entered into the minutes as being moved, seconded and approved by vote. At the following meeting the minutes were read and approved (including the amendment). Since that time during a closed exectutive session the board has voted / decided to ignore the minutes and amendment, and disallow a recent election.

My question is, Is an amendment valid after having been read into the minutes, and can an amendment be ignored / removed / resinded by a board of directors in closed executive session, without the knowledge and consent of the general membership ?

It is effective as soon as it is adopted; it being entered in the minutes is irrelevant (unless your constitution says otherwise). The board has no authority to ignore the constitution, unless your constitution says otherwise (although they may have the power to amend it, in which case you will need to read your constitution in its entirety to determine if they have the power to do so in spite of the membership). Additionally, unless your constitution says otherwise, the board has no power to contest or control an election conducted by the general membership on any point. The members of the board can raise any concerns at a general meeting, if they wish.

[Trina]

The board, under RONR, has no authority to override a decision made by the membership.

See Official Interpretation 2006-12.

If the membership adopted an amendment to the bylaws (is that what you meant by the amendment you described?), then the amendment took effect as soon as it was adopted. The later approval of the minutes of that meeting really has nothing to do with it (in other words, even if those minutes had not yet been approved, the amendment would still be in force from the moment of its adoption).