All powers given to the board, why attend annual meeting?

[Guest Loose]

Please clear me up on the nature and function of annual meetings. It seems funny to me that rank and file members are given an annual meeting with a lame duck board at the helm. They could tell the board to do XYZ but wouldn't that fall to the ground when new administration takes over?

In the case of our organization, the board has complete power to manage the organization. Why show up at the annual meeting at all? If the board is managing the organization, it's doing the deliberating, right? The rank-and-file don't count.

[jstackpo]

Good question...

Get copy of the bylaws - you may find the general membership has (some) powers after all. Perhaps electing board members. Elect some that are willing to amend the bylaws to give up power (Good lick!).

Also you write "complete power". Are those the words in the bylaws? From RONR, p. 578, there is the implication that the Board must have "exclusive" power to run things, no exceptions. Do you bylaws say that?

[Trina]

Please clear me up on the nature and function of annual meetings. It seems funny to me that rank and file members are given an annual meeting with a lame duck board at the helm. They could tell the board to do XYZ but wouldn't that fall to the ground when new administration takes over?

In the case of our organization, the board has complete power to manage the organization. Why show up at the annual meeting at all? If the board is managing the organization, it's doing the deliberating, right? The rank-and-file don't count.

If the general membership has authority to give instructions to the board (which is the default situation, unless your bylaws really give 'complete power' to the board), then those instructions will apply to the board even after the 'new administration' takes over. The board as an entity continues, regardless of any turnover in personnel. The membership is really saying, "You, Board, do thus and such!" rather than, "You, Jane Doe (end-of-term President) and you, John Smith (lame-duck VP), and you, Mary Brown (about-to-be-voted-out Director) do thus and such!"

I've just looked at your other recent thread:

Our bylaws allow the board to amend the bylaws with a simple majority vote. Our board has added a couple of clauses to the bylaws that allow it to:

1. elect directors to the board mid-year without the participation of the rank-and-file members;

2. with a simple majority remove people that were elected to the board by the rank-and-file members at the annual meeting and to keep these people off the board for a year after they kick them off.

...

In this situation, if the board does not already have 'complete power', apparently complete power is only a few bylaws amendments away. It sounds like the only way out is for the membership to elect enough new board members who are committed to restoring sanity to the bylaws.

[Guest Loose]

Good question...

Get copy of the bylaws - you may find the general membership has (some) powers after all. Perhaps electing board members. Elect some that are willing to amend the bylaws to give up power (Good lick!).

Also you write "complete power". Are those the words in the bylaws? From RONR, p. 578, there is the implication that the Board must have "exclusive" power to run things, no exceptions. Do you bylaws say that?

The bylaws say, "The affairs of the organization will be managed by a board of directors." That seems pretty all-inclusive to me.

[Guest Loose]

The bylaws say, "The affairs of the organization will be managed by a board of directors." That seems pretty all-inclusive to me.

PS - The bylaws say the board may amend the bylaws with simple majority. The board may un-elect board members whom the general membership elects via a simple majority. The board is in the habit of filling vacancies. Whoever the board removes is ineligible to run for office at the next annual meeting. The board is entitled to elect up to 3 people to the board mid-year.

[Guest Loose]

If the general membership has authority to give instructions to the board (which is the default situation, unless your bylaws really give 'complete power' to the board), then those instructions will apply to the board even after the 'new administration' takes over. The board as an entity continues, regardless of any turnover in personnel. The membership is really saying, "You, Board, do thus and such!" rather than, "You, Jane Doe (end-of-term President) and you, John Smith (lame-duck VP), and you, Mary Brown (about-to-be-voted-out Director) do thus and such!"

I've just looked at your other recent thread:

In this situation, if the board does not already have 'complete power', apparently complete power is only a few bylaws amendments away. It sounds like the only way out is for the membership to elect enough new board members who are committed to restoring sanity to the bylaws.

Thank you for zeroing in on my problem.

[Trina]

The bylaws say, "The affairs of the organization will be managed by a board of directors." That seems pretty all-inclusive to me.

Well, that language alone does not give the board exclusive powers -- in other words (in the absence of other language in the bylaws about the authority of the board), the membership in this organization retains its power to rescind/amend board decisions, and retains its power to give the board instructions. See this thread, particularly the first post, for some related discussion:

However, since your board has the authority to amend the bylaws, exclusive authority is not far away.

One question -- under your current bylaws, does the general membership NOT have the right to amend the bylaws? In other words, is amendment by the board the only possible path to amendment?

[Dan Honemann]

Well, that language alone does not give the board exclusive powers -- in other words (in the absence of other language in the bylaws about the authority of the board), the membership in this organization retains its power to rescind/amend board decisions, and retains its power to give the board instructions. See this thread, particularly the first post, for some related discussion:

http://robertsrules....-a-board-p-578/

However, since your board has the authority to amend the bylaws, exclusive authority is not far away.

One question -- under your current bylaws, does the general membership NOT have the right to amend the bylaws? In other words, is amendment by the board the only possible path to amendment?

A bylaw provision that "The affairs of the organization will be managed by a board of directors" may very well suffice to vest in the board sole power and authority to manage the affairs of the organization, although it is, of course, necessary to read and understand the organization's governing documents in their entirety (and applicable law, if any) in order to be sure.

[Guest Loose]

A bylaw provision that "The affairs of the organization will be managed by a board of directors" may very well suffice to vest in the board sole power and authority to manage the affairs of the organization, although it is, of course, necessary to read and understand the organization's governing documents in their entirety (and applicable law, if any) in order to be sure.

I don't know what, Mr. Honemann, other context you need to understand the clause "affairs ...will be managed by."

And I guess I'm not allowed to speak in the advanced discussion now going on about "exclusive" power given to the board.

It seems to me the membership delegates business to a board in between annual meetings. And so the membership would take back the running of the organization at the annual meetings?

You are probably aware of this article I found online about the bum steer various state nonprofit acts give to organizations starting up, suggesting they give away all power to their boards:

http://www.michaelma...les/abacode.pdf

[Trina]

I don't know what, Mr. Honemann, other context you need to understand the clause "affairs ...will be managed by."

And I guess I'm not allowed to speak in the advanced discussion now going on about "exclusive" power given to the board.

There is no prohibition on your participation in that discussion (your posts are still there; I just checked). Not every post receives an immediate response, or necessarily receives any response at all -- don't take it personally (which is good advice in general around here ).

It seems to me the membership delegates business to a board in between annual meetings. And so the membership would take back the running of the organization at the annual meetings?

I wouldn't necessarily assume this is true. Yes, if there is an annual meeting, presumably there is business that the general membership can conduct, such as the election of board members. In most of the organizations encountered on this forum, the general membership can indeed conduct a wide variety of other business, including amending/rescinding motions adopted by the board. However, the extent of the membership's power to override board decisions and to give instructions to the board could be restricted by specific language in the bylaws.

You are probably aware of this article I found online about the bum steer various state nonprofit acts give to organizations starting up, suggesting they give away all power to their boards:

http://www.michaelma...les/abacode.pdf

I haven't yet looked at your link, but have read similar recommendations (all power to the board) online, and have been puzzled by them. You probably won't generate a lot of discussion of this topic on this (RONR) forum, however.

By the way, I'm still curious if you have an answer to my final question in post #7.

[Guest Edgar]

You are probably aware of this article I found online about the bum steer various state nonprofit acts give to organizations starting up, suggesting they give away all power to their boards: http://www.michaelma...les/abacode.pdf

Given that one of the co-authors of that article is Thomas J. Balch, a name not unknown to regular visitors to this forum, I wouldn't be at all surprised if Mr. Honemann was aware of it (or at least the issues it addresses).

[Dan Honemann]

Given that one of the co-authors of that article is Thomas J. Balch, a name not unknown to regular visitors to this forum, I wouldn't be at all surprised if Mr. Honemann was aware of it (or at least the issues it addresses).

Yes, I'm fully familiar with it and with lots of other stuff.

[jstackpo]

"sees all, knows all; cross his palm with silver and he tells all"

[Guest Loose]

There is no prohibition on your participation in that discussion (your posts are still there; I just checked). Not every post receives an immediate response, or necessarily receives any response at all -- don't take it personally (which is good advice in general around here ).

I wouldn't necessarily assume this is true. Yes, if there is an annual meeting, presumably there is business that the general membership can conduct, such as the election of board members. In most of the organizations encountered on this forum, the general membership can indeed conduct a wide variety of other business, including amending/rescinding motions adopted by the board. However, the extent of the membership's power to override board decisions and to give instructions to the board could be restricted by specific language in the bylaws.

I haven't yet looked at your link, but have read similar recommendations (all power to the board) online, and have been puzzled by them. You probably won't generate a lot of discussion of this topic on this (RONR) forum, however.

By the way, I'm still curious if you have an answer to my final question in post #7.

Thanks for clarification. Under "Amendments" our bylaws say, "These Bylaws may be altered, amended, or repealed, and a new Bylaws may be adopted by the vote of a majority of the number of Directors fixed by or in the manner provided by the Bylaws." And the number of Directors has never been fixed. Under Board of Directors, Number it says, "The Board shall consist of not less than six , nor more than 17 Directors, the specific number to be set by resolution of the Board."

Thanks, Trina.

[Guest Loose]

There is no prohibition on your participation in that discussion (your posts are still there; I just checked). Not every post receives an immediate response, or necessarily receives any response at all -- don't take it personally (which is good advice in general around here ).

I wouldn't necessarily assume this is true. Yes, if there is an annual meeting, presumably there is business that the general membership can conduct, such as the election of board members. In most of the organizations encountered on this forum, the general membership can indeed conduct a wide variety of other business, including amending/rescinding motions adopted by the board. However, the extent of the membership's power to override board decisions and to give instructions to the board could be restricted by specific language in the bylaws.

I haven't yet looked at your link, but have read similar recommendations (all power to the board) online, and have been puzzled by them. You probably won't generate a lot of discussion of this topic on this (RONR) forum, however.

By the way, I'm still curious if you have an answer to my final question in post #7.

I don't see anything in our bylaws modulating the general assembly's right - if you say one exists - to countermand the board.

[jstackpo]

The right of the assembly to countermand the board, i.e., rescind or amend board actions, is set out on p.483, line 10. Since your bylaws say nothing to the contrary, you say, the power defaults to RONR's rule.

[Dan Honemann]

The right of the assembly to countermand the board, i.e., rescind or amend board actions, is set out on p.483, line 10. Since your bylaws say nothing to the contrary, you say, the power defaults to RONR's rule.

Oh, but apparentlly they do.

[jstackpo]

So the first posting said, but I read post #15 as saying otherwise (having forgotten what #1 did say -- too long ago!)

As you, Fr. Dan, preach so often, so well, and so correctly, discussing association bylaws without those bylaws in front of you is a thankless and usually futile task.

[Guest Loose]

So the first posting said, but I read post #15 as saying otherwise (having forgotten what #1 did say -- too long ago!)

As you, Fr. Dan, preach so often, so well, and so correctly, discussing association bylaws without those bylaws in front of you is a thankless and usually futile task.

I am very thankful for your kind attention. I'd be happy to send you our bylaws but I don't think there's anything in there of note except the powers clause which says, "The affairs of the corporation shall be managed by a board of directors." Either I'm not understanding you or you have yet to rule on whether this represents giving exclusive control of everything to the board and thus preventing rank-and-file from any and all backseat driving (countermanding, rescinding, amending).

[jstackpo]

You are quite correct in noting that we have not "ruled" on your "exclusive control" phrasing in your bylaws. (And no, don't post them here -- you could contact a parliamentarian in your area for professional consulting but I don't suppose you would get a very different answer if you did).

It comes down to a matter of bylaw interpretation, which is not the business of this web site, but is a matter for your association (p. 588) to resolve, perhaps with the help of your lawyer(s) because of the state law provision you mentioned in the other thread.

RONR has no "exclusive control" phrasing in the text of the book, just degrees of partial control.

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