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Board Amends Bylaws; Who Interprets?


jstackpo

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Some general membership organizations give their Board the power to amend the bylaws. The general membership, the "society", is powerless in this respect.

If an ambiguity (or other interpretation problem) is discovered in the bylaws, what body, Board or General Membership, has the authority to decide, via p. 588, what the "correct" interpretation is?

If the society (general membership) does the deciding, is the Board properly obliged to follow suit and amend the bylaws to agree with the society's interpretation?

Let us disregard any "moral responsibility" for the Board to do what the society wishes, or any concerns of board members getting re-elected to their positions if they don't do it.

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Some general membership organizations give their Board the power to amend the bylaws. The general membership, the "society", is powerless in this respect.

If an ambiguity (or other interpretation problem) is discovered in the bylaws, what body, Board or General Membership, has the authority to decide, via p. 588, what the "correct" interpretation is?

If the society (general membership) does the deciding, is the Board properly obliged to follow suit and amend the bylaws to agree with the society's interpretation?

Let us disregard any "moral responsibility" for the Board to do what the society wishes, or any concerns of board members getting re-elected to their positions if they don't do it.

I don't see how this question can be answered without reading the organizations governing documents in their entirety, since they certainly say much more about what authority is vested in the membership (if any) and the extent of authority vested in the board. Generally speaking, if the board has the sole power to amend the bylaws, it seems to me that it would, as a practical matter, be the entity empowered to interpret them.

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