I found the below on the internet and it is just what i need for my upcoming annual meeting. But i can not find the backup in the latest RONR book. Can someone help me with a page number or anything else that can validate that the following is a true fact.
Board of Directors:
Having "all the powers" doesn't mean they have EXCLUSIVE use of "all the powers". The board can do what it wants (consistent with bylaws, laws, &c.) but the association members can, too. The Board is given all those powers (by the bylaws, which were adopted by the membership) so that it can conduct business for the association between meetings of the association, but when the association meets the members have those powers, too.
And, per RONR, if the Association and the Board come into conflict in exercising those powers -- the two entities want to do different (mutually exclusive) stuff -- the Association members prevail.
Thanks,