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This is my first posting, thanks in advance. Our organization has a constitution and by-laws committee and they are in charge of suggesting changes to the by-laws. However, during a board meeting of the the entire board, the board voted unanimously to make a specific change to the bylaws. The committee chair states that this was improper because it did not go through the committee. However, the president, vice president and executive director believe that the board can discuss and vote on any issue of import to the organization and the entire board's decision supersedes any committee (composed of non-board members) and that the board is the only legally statutory body of the organization and that once the board votes, the decision is final (assuming that the vote was legally carried out). Can someone help and clarify this? A reference to rules of order would be most helpful. Thanks in advance, Tom