Motion vs. amending by-laws

[Guest Ruth Carter]

I am new to Boards and confused about when someone can make a motion that changes functioning of the Board and when they have to amend the by-laws to do this. Our by-laws speak very generally to the duties of Board officers. If a Board member wants to limits the duties of a Board officer, say by forcing this person to bring every action to the Board for pre-approval including those that would be normally be seen as part of the job, can the Board member do this through a motion that takes a simple majority or must the Board member change the by-laws which require a vote by all? I have a second example. Our CC&Rs and by-laws say that members can run for office. If a Board member wants to exclude someone and makes a motion to do this because of a presumed conflict, can this be done by a simple motion that takes a majority vote of the Board or must they amend the CC&Rs and by-laws to be state specifically when a member can be excluced from running for office?

I believe majority motions which are important to day-to-day fundtioning can be abused. Thanks very much. ruth

[Tim Wynn]

I am new to Boards and confused about when someone can make a motion that changes functioning of the Board and when they have to amend the by-laws to do this. Our by-laws speak very generally to the duties of Board officers. If a Board member wants to limits the duties of a Board officer, say by forcing this person to bring every action to the Board for pre-approval including those that would be normally be seen as part of the job, can the Board member do this through a motion that takes a simple majority or must the Board member change the by-laws which require a vote by all? I have a second example. Our CC&Rs and by-laws say that members can run for office. If a Board member wants to exclude someone and makes a motion to do this because of a presumed conflict, can this be done by a simple motion that takes a majority vote of the Board or must they amend the CC&Rs and by-laws to be state specifically when a member can be excluced from running for office?

I believe majority motions which are important to day-to-day fundtioning can be abused. Thanks very much. ruth

Whatever "run for office" means, if the bylaws authorize members to it, the bylaws would have to be amended to prevent a member from doing it, short of disciplinary action.

As for the duties of officers, I think it would be a good idea to have more details about what you have in mind before providing an answer.