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Another Bylaw question- SMALL Board of 3


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We are a small company. We have an article and section in our bylaws that read that the Directors (BOD) shall Hire and Fire agents employees and officers of the company and set conpensation for them. Two out of 3 board members want to amend this bylaw by striking the words Employees and agents, so that the BOD does not have to approve all employment offers (only officers) since it is tedious task for the BOD. Rather 2 of 3 board members feel that the CEO should do this as part of his daily managerial duties. 1 board member feels strongly that the BOD should retain this duty of approving all of hiring etc...of employees agents and officers. One extra concern from the 1 board member that is disagreeing with this direction is because the Chair position on the BOD is also the CEO which he feels is a conflict of interest to give himself this managerial power? Is it reasonable according to RONR for us to proceed to amend this bylaw with a majority vote as long as our bylaws state that the BOD can amend the bylaws with a majority vote and as long as the 3 board members consider the pros and cons of this change and all discussion is heard? in the end does the 2 against 1 vote serve to amend this bylaw?

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We are a small company. We have an article and section in our bylaws that read that the Directors (BOD) shall Hire and Fire agents employees and officers of the company and set conpensation for them. Two out of 3 board members want to amend this bylaw by striking the words Employees and agents, so that the BOD does not have to approve all employment offers (only officers) since it is tedious task for the BOD. Rather 2 of 3 board members feel that the CEO should do this as part of his daily managerial duties. 1 board member feels strongly that the BOD should retain this duty of approving all of hiring etc...of employees agents and officers. One extra concern from the 1 board member that is disagreeing with this direction is because the Chair position on the BOD is also the CEO which he feels is a conflict of interest to give himself this managerial power? Is it reasonable according to RONR for us to proceed to amend this bylaw with a majority vote as long as our bylaws state that the BOD can amend the bylaws with a majority vote and as long as the 3 board members consider the pros and cons of this change and all discussion is heard? in the end does the 2 against 1 vote serve to amend this bylaw?

If the bylaws say they can be amended by majority vote, then they can be amended by majority vote. RONR isn't going to give you any advice about the 'reasonableness' of the proposed amendment.

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If the bylaws say they can be amended by majority vote, then they can be amended by majority vote. RONR isn't going to give you any advice about the 'reasonableness' of the proposed amendment.

I agree and when all members of a 3 members board vote there is no difference between a majority vote, a 2/3 vote and a majority of the entire membership.

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