George Mervosh Posted March 7, 2012 at 01:47 PM Report Share Posted March 7, 2012 at 01:47 PM When the society uses the exact language on p. 578, lines 11-15 does the board have "exclusive" authority over the affairs other than the ones specified that the membership retains sole authority over, or can the society still rescind or amend what the board did? Link to comment Share on other sites More sharing options...
jstackpo Posted March 7, 2012 at 02:07 PM Report Share Posted March 7, 2012 at 02:07 PM I would think that the society has painted itself into a powerless corner by adopting such a bylaw provision. No rescinding or amending what the Board chooses to do. "Full power" doesn't seem to leave any room (the "power" is "full" to the brim) for anybody else to exercise any "left over" power. There ain't no "left-overs"."General Supervision" (p. 586) is a bit ill defined (might one say "ambiguous"?) as as isolated phrase, but the text on pp. 577-578 serves to define it quite adequately. Link to comment Share on other sites More sharing options...
George Mervosh Posted March 7, 2012 at 02:19 PM Author Report Share Posted March 7, 2012 at 02:19 PM I guess I wanted to be sure the authors intended the language on p. 578, lines 11-15 to be adequate to give the board the exclusivity described on p. 483, lines 9-10. Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 7, 2012 at 02:21 PM Report Share Posted March 7, 2012 at 02:21 PM When the society uses the exact language on p. 578, lines 11-15 does the board have "exclusive" authority over the affairs other than the ones specified that the membership retains sole authority over, or can the society still rescind or amend what the board did?No, the board has not been granted exclusive authority over the affairs of the society, and the society may rescind or amend actions taken by the board. Link to comment Share on other sites More sharing options...
jstackpo Posted March 7, 2012 at 02:34 PM Report Share Posted March 7, 2012 at 02:34 PM Prof. Dan,Could you (in consultation with others on the A-Team, perhaps) offer a version of the "powers" bylaw provision that does grant exclusivity (no second guessing by the society) to the Board.Does the word "exclusive", if used, do it? (Seems that "full power" isn't quite strong enough.) Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 7, 2012 at 02:56 PM Report Share Posted March 7, 2012 at 02:56 PM Prof. Dan,Could you (in consultation with others on the A-Team, perhaps) offer a version of the "powers" bylaw provision that does grant exclusivity (no second guessing by the society) to the Board.Does the word "exclusive", if used, do it? (Seems that "full power" isn't quite strong enough.)I suppose we could (RONR does not), but I'm confidant that you, and many others, could do so just as well. Certainly use of the words "exclusive" or "sole" in the right context aught to do the job. Usually, applicable law (not the bylaws) is the culprit in those instances in which the power to manage the affairs of the organization is vested solely in the board. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted March 7, 2012 at 04:12 PM Report Share Posted March 7, 2012 at 04:12 PM I guess I wanted to be sure the authors intended the language on p. 578, lines 11-15 to be adequate to give the board the exclusivity described on p. 483, lines 9-10.George,If you compare what the 10th edition (p. 559, ll. 29-35, plus the bracketed text on p. 560, ll.3-4) says to what the 11th edition says (p. 578, ll. 5-9, plus the bracketed text on p. 578, ll. 13-15) about the effects of a bylaws provision that states, "The Executive Board shall have full power and authority over the affairs of the Society except . . . ," I think you'll agree that the intention of the authors of RONR was to make it more clear that such language does not grant the board exclusive authority over anything, but rather authority only between meetings of the society.The authorship team expended a great deal of effort on this, but only because Dan Honemann insisted that it be done right. Link to comment Share on other sites More sharing options...
George Mervosh Posted March 7, 2012 at 04:24 PM Author Report Share Posted March 7, 2012 at 04:24 PM George,If you compare what the 10th edition (p. 559, ll. 29-35, plus the bracketed text on p. 560, ll.3-4) says to what the 11th edition says (p. 578, ll. 5-9, plus the bracketed text on p. 578, ll. 13-15) about the effects of a bylaws provision that states, "The Executive Board shall have full power and authority over the affairs of the Society except . . . ," I think you'll agree that the intention of the authors of RONR was to make it more clear that such language does not grant the board exclusive authority over anything, but rather authority only between meetings of the society.The authorship team expended a great deal of effort on this, but only because Dan Honemann insisted that it be done right. Shmuel, thanks. The comparison (which I clearly missed and I bet many are missing) is very helpful and I most certainly do agree and see it more clearly now. Your efforts were not wasted Link to comment Share on other sites More sharing options...
jstackpo Posted March 8, 2012 at 12:19 AM Report Share Posted March 8, 2012 at 12:19 AM Ditto -- I too appreciate the efforts. "Full Power" to do things for the assembly (between meetings) doesn't, I see now, impart "exclusive power" to do those things.Three cheers for democracy! Link to comment Share on other sites More sharing options...
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