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Can the board of directors override a vote made by the membership?


Guest Jenn
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In almost all cases, no, the board can not overide a decision of the membership. The only exceptions to this I can think of would be if the bylaws grant the board the authority to do so, or if the membership was not authorized to make the decision in the first place because the issue decided was placed in the exclusive authority of the board by the bylaws.

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Look at Chapter XVI, Boards and Committees, in RONR, 11th ed. p 481, and pay particular attention to what is said on p. 482, l. 25 to p. 483, l.16 for the limitations on a board's power relative to the general membership. If the board tries to override a decision of the membership, be prepared to raise a point of order (p. 247 ff) and to appeal the chair's ruling if your point is ruled not well taken. It might be very helpful to have the book with you to quote from. Note that this will have to be done at a membership meeting, not a board meeting, unless you are a member of the board.

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Please advise if this means that the board has full power and the membership has no say if they decide to override a vote by the membership....

"The board of directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the board of directors is hereby vested with all the powers possessed by the corporation itself, so far as delegation of the authority is no inconsistent with the laws of the State of Maryland, with the certificate of incorporation of the corporation, or with these bylaws."

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Tricky, because we are getting close (if not already there) to legal questions, but...

Having "all the powers" doesn't mean they have EXCLUSIVE use of "all the powers". The board can do what it wants (consistent with bylaws, laws, &c.) but the association can, too. The Board is given all those powers (by the bylaws, which were adopted by the membership) so that it can do stuff for the association between meetings of the association, but when the association meets it has those powers, too.

And, per RONR, if the Association and the Board come into conflict in exercising those powers -- the two entities want to do different (mutually exclusive) stuff -- the Association prevails.

Whether "entire management" is a grant to the Board of sole or exclusive use of those powers , I can't answer. Ultimately, the association decides the "meaning" of the bylaws, see p. 588 for how that can be done.

But, I suppose, in this litigious age, if someone brings a suit over which "stuff" to do, the courts get in there, too.

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Please advise if this means that the board has full power and the membership has no say if they decide to override a vote by the membership....

"The board of directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the board of directors is hereby vested with all the powers possessed by the corporation itself, so far as delegation of the authority is no inconsistent with the laws of the State of Maryland, with the certificate of incorporation of the corporation, or with these bylaws."

Take a look at this earlier thread, for some relevant discussion of bylaws definitions of authority, and the relative authority of the board and the membership:

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Take a look at this earlier thread, for some relevant discussion of bylaws definitions of authority, and the relative authority of the board and the membership:

http://robertsrules....and-rescission/

But keep in mind that applicable law (if any) controls if it conflicts with the rules in your bylaws or in RONR. Consult a lawyer.

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  • 9 years later...

If you follow Robert’s rules who is higher up on the organization the officers or the general body There are some that think they are equal my question is don’t the elect board  have the right for respect from the body or are they equal to the body 

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Just now, Guest Question man said:

If you follow Robert’s rules who is higher up on the organization the officers or the general body There are some that think they are equal my question is don’t the elect board  have the right for respect from the body or are they equal to the body 

The officers and board are subordinate to the general body. 

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