Guest Dobry Dain Posted August 31, 2011 at 03:30 AM Report Share Posted August 31, 2011 at 03:30 AM During a August 2007 annual general meeting of a strata corporation, a motion was passed to "conduct a financial review of the strata's financial records for the period ending June 30, 2007 at a cost not to exceed $5,000.00" There are no special powers provided to Board Directors in the strata bylaws regarding their ability to pass and/or alter existing duly approved motions. Some time later, the Board of Directors had a "notice to reader" process applied to the strata's June 30, 2007 financials [a lower level of verification that is a "financial review"]at a total cost of $8,500.00. The August 2007 duly approved motion was never rescinded, altered, changed and/or replaced by another motion. The question is: can the Board of Directors unilaterally change the requirements identified and approved in the August 2007 motion and initiate other actions including an over expenditure? Please advise. Link to comment Share on other sites More sharing options...
J. J. Posted August 31, 2011 at 05:40 AM Report Share Posted August 31, 2011 at 05:40 AM No, however the board might have the power to order a separate review. Link to comment Share on other sites More sharing options...
Robert B Fish Posted August 31, 2011 at 01:26 PM Report Share Posted August 31, 2011 at 01:26 PM No, however the board might have the power to order a separate review.I'm not sure it's that way and I would seriously consider initiating discipline against the board if it blatantly ignored a valid motion approved by the membership. See OI 2006-12. If the power to order a financial review is not an exclusive right of the board, then the action by the membership is null and void and the board can do as they wish. Otherwise, the board approving a NTE limit of $8,500 when the membership had approved a NTE limit of $5,000 would likely be failure to comply with the membership's instructions. Unless the board can point to a specific item in the bylaws giving them that authority - and we note ahead of time that "full power and authority over the affairs of the Society between meetings of the membership" is NOT sufficient - then the board has exceeded its authority.-Bob Link to comment Share on other sites More sharing options...
Tim Wynn Posted August 31, 2011 at 02:42 PM Report Share Posted August 31, 2011 at 02:42 PM During a August 2007 annual general meeting of a strata corporation, a motion was passed to "conduct a financial review of the strata's financial records for the period ending June 30, 2007 at a cost not to exceed $5,000.00" There are no special powers provided to Board Directors in the strata bylaws regarding their ability to pass and/or alter existing duly approved motions. Some time later, the Board of Directors had a "notice to reader" process applied to the strata's June 30, 2007 financials [a lower level of verification that is a "financial review"]at a total cost of $8,500.00. The August 2007 duly approved motion was never rescinded, altered, changed and/or replaced by another motion. The question is: can the Board of Directors unilaterally change the requirements identified and approved in the August 2007 motion and initiate other actions including an over expenditure? Please advise.The board has only what power is given to it. Generally, boards are more powerful in corporations than they are in other organizations. Applicable procedural laws of the state of incorporation would have to be consulted to accurately determine the authority of the board, along with the corporate charter. Link to comment Share on other sites More sharing options...
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