Spending and voting

[captnrusso]

We are a small social welfare organization with a small but increasing set of by-laws. All members of the organization pay yearly dues. We have an Executive Council (Executive Board) who meet on a monthly basis to discuss issues and pay bills. We have a General Membership meeting on a quarterly basis. Our current by laws state we must have an Executive Council meeting monthly and general memebrship may attend to address the executive council and therfore we usually get one or two memebrs who come and sit in on the meeting.

We do have a bylaw that staes "The Executive Council shall be the governing board of the Association and must approve all actions that the Association takes, be it internal or external."

Now to the point; the executive board has always made the monetary decisions in regards to holiday partys, picnics, donations, paying bills, get well cards etc,. Most of, if not all of these exepenses have always been decided by the Executive Council at the Excuive Council meetings. But some (council members) are saying that since all members are paying dues that the expenses should be approved by all members of the organization. We do not have a bylaw regarding this. Others say that since the General memebrship meetings are held on a quarterly basis, things will not be taken care of in a timely manner. Their is a provision in the by-laws for calling special meetings, but should a special meeting be called every time an expense is needed?

Does the above stated by-law give the right to the Council to make these decisions and than inform the membership what has been decided on at the general meetings. Does anyone have any thougths on this matter?

As well a by law change must be brought in front of the genereral membership at a regular meeting or a special meeting.

[Josh Martin]

Their is a provision in the by-laws for calling special meetings, but should a special meeting be called every time an expense is needed?

Does the above stated by-law give the right to the Council to make these decisions and than inform the membership what has been decided on at the general meetings. Does anyone have any thougths on this matter?

It's up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-73 for some Principles of Interpretation. Also see Official Interpretations 2006-12 and 2006-13.

[Gary Novosielski]

We do have a bylaw that staes "The Executive Council shall be the governing board of the Association and must approve all actions that the Association takes, be it internal or external."

It is not possible to interpret your bylaws without reading them in their entirety and even then it would require a vote of your organization to actually confirm that interpretation.

But your bylaws do seem to turn on its head the usual relationship, where the board is subordinate to the membership. I wouldn't want to hazard a guess of how things ought to go under such a top-heavy arrangement.