bobby101 Posted April 3, 2015 at 10:52 PM Report Share Posted April 3, 2015 at 10:52 PM I have addressed problems within our organization with this forum several times and appreciate the time you've taken to respond to my questions. My posting today deals with who is the ultimate authority for an organization? Most of the problems that I have described have dealt with boards that took actions in clear violation of the club's by-laws. And, yes, I know these these actions are null and void. Yet they claim that they are "THE BOARD" and are the interpreters of the by-laws and that's that! I have read pages 8 and 9 of the current RONR and lines 14 through 17 on page 9 clearly state that the board is subordinate to the full assembly. Does this also mean that at an annual membership meeting or a special meeting properly called by the membership a quorum of those present represent the full assembly and can act? Practically speaking we have never had ( and I don't expect we ever will have) a meeting of the full assembly. Looking for your views. bobby101 Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 3, 2015 at 10:53 PM Report Share Posted April 3, 2015 at 10:53 PM Does this also mean that at an annual membership meeting or a special meeting properly called by the membership a quorum of those present represent the full assembly and can act? Yes. If the (general) membership doesn't like what the board is doing it should replace the board members with new board members. But, as you observe, they won't be able to do that without a quorum. So maybe not enough members care. Unless this is an organization that you can't conveniently leave (e.g. an HOA), I might think of looking for a new organization to join. Link to comment Share on other sites More sharing options...
Richard Brown Posted April 3, 2015 at 10:55 PM Report Share Posted April 3, 2015 at 10:55 PM The general membership is the ultimate authority unless your bylaws give the board the sole and exclusive authority to manage and conduct the affairs of the society. Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 3, 2015 at 10:59 PM Report Share Posted April 3, 2015 at 10:59 PM The general membership is the ultimate authority unless your bylaws give the board the sole and exclusive authority to manage and conduct the affairs of the society. Let's just hope the board doesn't have the sole and exclusive authority to amend the bylaws. That's the ultimate authority. Link to comment Share on other sites More sharing options...
bobby101 Posted April 4, 2015 at 12:49 AM Author Report Share Posted April 4, 2015 at 12:49 AM To Mr. Brown's most recent point. Our by-laws were changed about 7 years ago and state, " Board -recommended changes and board-recommended amendments to the By-laws shall be presented to the club's members at an Annual meeting or at a Special Meeting." Changes require an affirmative 2/3 vote. Then another quote from the by-laws, " It is the right of any member to recommend to the Board a By-law change as long as the change is presented at a Board Meeting prior to the Annual Meeting. The members have the right to approve or to disapprove the By-law but may not make any changes to the amended By-laws at the Annual Meeting." So, if the Board does not approve a proposed By-law change (especially one proposed by the members that may infringe on the Board's powers or question how affairs are being run at the Club) is there an option to pursue? I have tried to address this issue at our Club by proposing that members can propose a By-law change if they're able to get a certain number of members, at least 20 (that's about 6% of our current membership), to sign a petition for the membership to consider. Our previous By-law amendment process said nothing about a Board recommendation being necessary for presentation to the membership. If the members don't have the right to propose new By-laws or By-law changes that the Board might oppose, does that contradict the point about the membership (the assembly) being the ultimate authority? bobby101 Link to comment Share on other sites More sharing options...
jstackpo Posted April 4, 2015 at 01:01 AM Report Share Posted April 4, 2015 at 01:01 AM It would seem, unfortunately, that the general membership signed over the "ultimate authority" to run the association to the Board when they, the members, adopted the current bylaws. The members had the authority, but gave it away. It'll be tough to get it back. But easy enough, I suppose, to leave and take your friends with you. Don't do it again! Link to comment Share on other sites More sharing options...
bobby101 Posted April 4, 2015 at 01:26 AM Author Report Share Posted April 4, 2015 at 01:26 AM JD Stackpole: Don't do what again? Sign over the authority? bobby101 Link to comment Share on other sites More sharing options...
jstackpo Posted April 4, 2015 at 01:30 AM Report Share Posted April 4, 2015 at 01:30 AM Yeah, don't give away what you have (normally) as a general member of an association. That's the road to dictatorship. Get your friends together and start over again. Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 4, 2015 at 12:44 PM Report Share Posted April 4, 2015 at 12:44 PM So, if the Board does not approve a proposed By-law change (especially one proposed by the members that may infringe on the Board's powers or question how affairs are being run at the Club) is there an option to pursue? Elect board members who promise to approve a proposed amendment that restores authority to the general membership. Then hope they keep their promise. Link to comment Share on other sites More sharing options...
DanielEHayes Posted April 4, 2015 at 01:06 PM Report Share Posted April 4, 2015 at 01:06 PM Start your campaign now and develop a reform slate group of members to agree to run with you and enact the changes necessary to correct the bylaws and restore the power of the body. Link to comment Share on other sites More sharing options...
bobby101 Posted April 4, 2015 at 01:28 PM Author Report Share Posted April 4, 2015 at 01:28 PM Thanks for your responses; they are encouraging and consistent with what I've tried to do. Our current problem, which I've discussed within this forum, is there is still a remnant serving on the Board who are the ones who violated the by-laws and refuse to admit it. And, our by-laws require a quorum of our 14 member Board to agree to any changes. In our case that's a range of from 5 to 8 members, depending on how many are present at a meeting, who are able to stymie any effort toward changing the by-laws. We did elect several new members at our last Annual Meeting but they seem reluctant ("Now is not the right time") to address the problem. I'm not looking for a solution from you ( although I'd be delighted to hear your suggestions), or your sympathy--just trying to acquaint you with what I'm dealing with. Unsuccessfully, so far. bobby101 Link to comment Share on other sites More sharing options...
Richard Brown Posted April 4, 2015 at 03:17 PM Report Share Posted April 4, 2015 at 03:17 PM To Mr. Brown's most recent point. Our by-laws were changed about 7 years ago and state, " Board -recommended changes and board-recommended amendments to the By-laws shall be presented to the club's members at an Annual meeting or at a Special Meeting." Changes require an affirmative 2/3 vote. Then another quote from the by-laws, " It is the right of any member to recommend to the Board a By-law change as long as the change is presented at a Board Meeting prior to the Annual Meeting. The members have the right to approve or to disapprove the By-law but may not make any changes to the amended By-laws at the Annual Meeting." So, if the Board does not approve a proposed By-law change (especially one proposed by the members that may infringe on the Board's powers or question how affairs are being run at the Club) is there an option to pursue?Am I the only one who thinks the highlighted language above permits the society to vote on "member proposed" bylaw changes" at a special meeting? It may be that as a practical matter a quorum of members won't show up for a special meeting, but the bylaw provision that we have been shown seems to make that the only option for a member proposed bylaw change that the board doesn't approve of. BTW, there are several provisions in that quoted bylaw section that make me shudder. Link to comment Share on other sites More sharing options...
Tom Coronite Posted April 4, 2015 at 03:48 PM Report Share Posted April 4, 2015 at 03:48 PM And, our by-laws require a quorum of our 14 member Board to agree to any changes. In our case that's a range of from 5 to 8 members, depending on how many are present at a meeting,... Wait....what? Is it possible you mean the bylaws require a majority of your 14 member board to agree to any changes? In which case that might be a range of 5 to 8 members, depending on how many are present? Or does the quorum actually change depending on how many people attend? Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 4, 2015 at 04:06 PM Report Share Posted April 4, 2015 at 04:06 PM Is it possible you mean the bylaws require a majority of your 14 member board to agree to any changes? In which case that might be a range of 5 to 8 members, depending on how many are present? If the bylaws require a majority of a 14-member board that number (8) doesn't vary Perhaps you meant to type "majority vote"? And that wouldn't depend on how many were present, it would depend on how many were present and voted. Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 4, 2015 at 04:08 PM Report Share Posted April 4, 2015 at 04:08 PM Am I the only one who thinks the highlighted language above permits the society to vote on "member proposed" bylaw changes" at a special meeting? That looks like it might be a possibility though I couldn't make a definitive statement without reading the actual bylaws in their entirety (and that ain't gonna happen). Link to comment Share on other sites More sharing options...
Josh Martin Posted April 4, 2015 at 04:35 PM Report Share Posted April 4, 2015 at 04:35 PM So, if the Board does not approve a proposed By-law change (especially one proposed by the members that may infringe on the Board's powers or question how affairs are being run at the Club) is there an option to pursue?No.If the members don't have the right to propose new By-laws or By-law changes that the Board might oppose, does that contradict the point about the membership (the assembly) being the ultimate authority?To an extent. It would seem that, in the area of amending the bylaws, no one has ultimate authority. It's more of a "separation of powers" arrangement, since any proposed amendment must be adopted by the board and membership. The solution to this problem will be to elect board members who support your proposed amendment.Our current problem, which I've discussed within this forum, is there is still a remnant serving on the Board who are the ones who violated the by-laws and refuse to admit it. And, our by-laws require a quorum of our 14 member Board to agree to any changes. In our case that's a range of from 5 to 8 members, depending on how many are present at a meeting, who are able to stymie any effort toward changing the by-laws. We did elect several new members at our last Annual Meeting but they seem reluctant ("Now is not the right time") to address the problem. I'm not looking for a solution from you ( although I'd be delighted to hear your suggestions), or your sympathy--just trying to acquaint you with what I'm dealing with.I have no sympathy for your organization, since it seems to know how to solve its problem, but is unwilling to do so. The solution is to replace as many board members as necessary (even all of them, if that's what it takes) with members who support the proposed amendment and are willing to actually adopt it.Am I the only one who thinks the highlighted language above permits the society to vote on "member proposed" bylaw changes" at a special meeting?That seems to be a possibility, but it might be easier to elect new board members. Getting a quorum for a special meeting is a tall order in many organizations. Link to comment Share on other sites More sharing options...
Tom Coronite Posted April 4, 2015 at 09:36 PM Report Share Posted April 4, 2015 at 09:36 PM Perhaps you meant to type "majority vote"? And that wouldn't depend on how many were present, it would depend on how many were present and voted. Yes, a vote of a majority of members present, I should say.. Maybe I'm reading the original quote wrong. It says a quorum of a 14 member board has to agree to a change (presumably for it to be adopted). I wonder if that should read a vote of a majority of members present is required to adopt a change. The original quote also says a quorum is 5-8, depending on how many people show up to a meeting. That seems odd to me, that the quorum would rise or fall, depending on who shows. A majority of members present, now that I could see rising or falling depending on how many show. If the bylaws require a majority of a 14-member board that number (8) doesn't vary Exactly. That's why I don't see how the quorum varies between 5 and 8. Link to comment Share on other sites More sharing options...
bobby101 Posted April 4, 2015 at 10:18 PM Author Report Share Posted April 4, 2015 at 10:18 PM Gentlemen: At risk of repeating myself, let me address the questions raised by you in order: Mr. Brown, number 3 and Mr. Brown, number4--- Yes, the Board has the right provided their actions follow and are compliant with the by-laws. Here's what our by-laws state on the government and management of the club: "Article IV, Board of Directors: Powers and Duties The Board of Directors shall have entire supervision and control of the affairs, money, and property of the Club. It shall have full power to carry out the corporate objectives of the Club according to its charter, EXCEPT WHERE OTHER WISE PROVIDED BY THE BY-LAWS," ( I HAVE CAPITALIZED THIS PHRASE FOR EMPHASIS because this is the issue I've raised with the Board who clearly violated our current by-laws and deprived 3 members of their rights in the way they handled three different situations at our Club. Let me return to the quote to finish it, "provided by the By-laws and to waive, amend or modify rules as they apply to an individual situation within reasonable discretion provided it is compliant with the By-laws." To Mr. Brown, also to number 4--- No, the membership has that authority, per our by-laws, but the Board is the choke point on getting proposed by-laws in front of the membership for discussion and voting. And, I'm not sure I understand whether your point on the by-laws has a bearing on the 'ultimate authority' question I've asked. The by-laws that have been violated are our current by-laws. To Mr. Stackpole, number 6---Yes, we did give it away, despite my efforts, because we have a largely indifferent membership who doesn't think clearly about the long-term effects of their actions. I'm currently trying to undo this. To Mr. Guest, number 9--- I haven't had any success with promises made to me by the new people I helped elect to the Board. To Mr. Brown, number 12---according to the Board to whom I proposed several changes, they're sticking to the Board-recommended language in our current by-laws. And which quotes from the by-laws I quoted made you shudder? To First Church, number 13 and Mr. Guest, number 14-- No, our by-laws state that, " A majority of the BoD shall constitute a quorum." so, the quorum requirement is dependent on the number of Board members attending and voting. My numbers come from a majority of 14 members is as low as 8, requiring 5 for a quorum, and if all members are present, a quorum is 8. Mr. Brown, number 15--- I understand your aversion to reading by-laws but if you can tell me what might bear on your decision, I'll be glad to research our by-laws and try to give you the specific section you might find helpful. To Josh and Mr. Brown, number 16---Josh did you suggest that a Special Meeting (as proposed by Mr. Brown in number 16) might be an alternative as opposed to your first "NO" ? And, we've already gone the election process and elected new members to address some of these issues but the Board's answer is, "This is not the right time," The major part of the problem is the remnant of the Boards that violated the by-laws comprise enough members to control the vote. bobby101 Link to comment Share on other sites More sharing options...
bobby101 Posted April 4, 2015 at 10:20 PM Author Report Share Posted April 4, 2015 at 10:20 PM MR. Brown and Mr. Guest. I mixed up your names in citing some of your points. My apologies. bobby101 Link to comment Share on other sites More sharing options...
Tom Coronite Posted April 4, 2015 at 10:43 PM Report Share Posted April 4, 2015 at 10:43 PM To First Church, number 13 and Mr. Guest, number 14-- No, our by-laws state that, " A majority of the BoD shall constitute a quorum." so, the quorum requirement is dependent on the number of Board members attending and voting. My numbers come from a majority of 14 members is as low as 8, requiring 5 for a quorum, and if all members are present, a quorum is 8. I fear you (or the bylaws) are confused regarding quorum vs voting thresholds. That is what I was getting at with my questions. our by-laws state that, " A majority of the BoD shall constitute a quorum." so, the quorum requirement is dependent on the number of Board members attending and voting. No, that means if the board has 14 members, a quorum is 8. It is not dependent on the number of members attending. It's 8. If eight show up, the quorum is still 8. It does not drop down to 5. Link to comment Share on other sites More sharing options...
mbillard Posted April 5, 2015 at 12:44 AM Report Share Posted April 5, 2015 at 12:44 AM Yeah, don't give away what you have (normally) as a general member of an association. That's the road to dictatorship. You ain't just whistlin' Dixie. Link to comment Share on other sites More sharing options...
bobby101 Posted April 5, 2015 at 12:47 AM Author Report Share Posted April 5, 2015 at 12:47 AM To First Church and everyone else: While I may be wrong, I read the by-law to mean that a quorum is required to do business. And as long as we have a majority of the Board ( 8 members, 1 more than 1/2 of the eligible Board members {14} present), that's a quorum and we can do business. So, if 8 directors/officers are present at a meeting we need 5 members ( 1 more than 1/2 of the 8 members) to transact business according to the by-law This is the way we've always handled this situation. If I'm wrong, please advise. Thank you. bobby101 Link to comment Share on other sites More sharing options...
Tom Coronite Posted April 5, 2015 at 12:59 AM Report Share Posted April 5, 2015 at 12:59 AM If there are 14 members, and a majority is needed for a quorum (as you've stated), you need 8 to reach the quorum. 8 is needed in order to do business, as you say. Period! So, if 8 directors/officers are present at a meeting we need 5 members ( 1 more than 1/2 of the 8 members) to transact business according to the by-law No. if 8 members are present (assuming "directors/officers" are the board members) then you have reached the needed number for quorum. 8. The quorum is not recalculated based on the number of members who show up. If you have 8, you can transact business. Depending on the circumstances MAYBE 5 is the number you need to adopt a motion if 8 members are there, but that's a whole other ballgame. Link to comment Share on other sites More sharing options...
jstackpo Posted April 5, 2015 at 01:00 AM Report Share Posted April 5, 2015 at 01:00 AM Your first three sentences are correct. But you go off the rails with the fourth -- Beginning "So, if..." The way the RONR rules have it: if there is a quorum present (8 in your case - a "majority" = more than half, NOT half+1) then it doesn't matter how few or how many of the 8 (or more if more are present) vote on any particular issue -- all that matters is that there be more in favor than against to adopt something. 1 to 0 will do it, for example. Link to comment Share on other sites More sharing options...
bobby101 Posted April 5, 2015 at 12:02 PM Author Report Share Posted April 5, 2015 at 12:02 PM Gentlemen: Perhaps I stated the situation imprecisely, so let me start again. Per our by-laws, the government and management of the Club is vested in a BoD,consisting of 14 elected members, 5 officers and 9 directors. A majority of the members of the BoD shall constitute a quorum. So, by our by-laws, a minimum of 8 Board members is considered a quorum that permits business to be legally transacted, correct? In this case a majority vote, assuming all 8 members vote, would be 5, correct? And, if I read Mr. Stackpole's point number 24 correctly, if only 1 person voted on a issue ( the other 7 abstaining or recusing themselves, as an example), that would be sufficient for that 1 vote to decide the issue. Is this correct? There is only 1 item in our by-laws that calls for other than a majority vote by the Board ( it deals with attendance at Board meetings by members of the Board and calls for a 2/3 vote to remove a Board member who misses a certain number of meetings without a justifiable reason). Just looking for clarification. Thanks, bobby101 Link to comment Share on other sites More sharing options...
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