Guest Andrea Posted October 13, 2012 at 02:29 AM Report Share Posted October 13, 2012 at 02:29 AM What can one do if the bylaws of an association grant the Board complete autonomy on all decision making items? Specifically Budget, Expenditures, Bylaw Amendments and a majority hold on the nominating committee? Is this considered a rogue board? I am the only Board member who does not agree with the Bylaws and believe it is in the best interest of the association to form a unbiased bylaw review committee to be able to propose the changes, however with the majority content with all these provisions that grant them the autonomy and authority, I am sure they would vote down any proposed amendments? I have been asked to resign because of the fact that I do not see eye to eye but have also been sabotaged by the board so they would have grounds to seek my resignation and have that ability also with a 2/3 vote of the Board. I feel that this is all so unjust. What is my best course of action? Link to comment Share on other sites More sharing options...
jstackpo Posted October 13, 2012 at 02:38 AM Report Share Posted October 13, 2012 at 02:38 AM Go somewhere else.If this association has worthy goals that you think should be perpetuated, get some friends and form a new association, based on democratic principles, with similar goals. Chapter XVII shows you how. Link to comment Share on other sites More sharing options...
Guest oldguy Posted October 13, 2012 at 11:16 AM Report Share Posted October 13, 2012 at 11:16 AM I agree. If the board is acting within the authority the membership has given it, and most are happy with the arrangement, the board is hardly "rogue" or out of control. It may seem unfair to you, but it's apparently what the majority wants, and that's a fundamental tenet of RONR - the majority decides. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 13, 2012 at 12:32 PM Report Share Posted October 13, 2012 at 12:32 PM I am the only Board member who does not agree with the Bylaws . . . What is my best course of action?Convince a majority of the general membership to replace the other board members. They (presumably) elected you so it would seem they might be willing to elect others who agree with you. Form a political "party" to restore control of the association to the general membership.And remember that resignation is a voluntary act (so I'm not sure what you mean by the board's authority to "seek" your resignation with a two-thirds vote). Link to comment Share on other sites More sharing options...
sMargaret Posted October 13, 2012 at 03:15 PM Report Share Posted October 13, 2012 at 03:15 PM What can one do if the bylaws of an association grant the Board complete autonomy on all decision making items? Specifically Budget, Expenditures, Bylaw Amendments and a majority hold on the nominating committee? Someone, get enough votes to change the bylaws and return control to the association. Is the board the only body that can amend the bylaws? Can the general membership not vote on bylaw changes? How and when was that set up like that? Can the general members nominate people at the time of elections, to take back the board?Is this considered a rogue board? By definition, if the bylaws given power to the board and the board exercises those powers, it is not a rogue board. Link to comment Share on other sites More sharing options...
JohnR Posted October 13, 2012 at 03:55 PM Report Share Posted October 13, 2012 at 03:55 PM …however with the majority content with all these provisions…Who are "the majority"? The board? The general membership? If not the latter, and you find sympathy there, then move to launch your revision committee at a meeting of all the members. (I assume your bylaws don't give the board exclusive power to revise the bylaws.) Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 13, 2012 at 04:26 PM Report Share Posted October 13, 2012 at 04:26 PM I assume your bylaws don't give the board exclusive power to revise the bylaws.And I assumed they do. Otherwise, the (general) membership has the bylaws they want.. . . the bylaws of an association grant the Board complete autonomy on all decision making items? Specifically . . . Bylaw AmendmentsPerhaps Andrea will clarify this. Link to comment Share on other sites More sharing options...
g40 Posted October 13, 2012 at 08:00 PM Report Share Posted October 13, 2012 at 08:00 PM It is not clear (to me, anyway) exactly why this board is given exclusive power to amend bylaws. It should not be assumed that, in this organization, the membership could, necessarily, have that right. There are at least two types of organizations where only the Board (usually elected by members) can emend the Bylaws. One type is an organization that is a part of or affiliate of a national organization and the local organization must abide with the rules set by the national organization ,if if wants to be affiliated, etc.The other type (I am a board member and officer of one of these) of organization where only the board may amend the bylaws is an organization/entity regulated by or chartered by a state or federal government agency/entity. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 13, 2012 at 08:09 PM Report Share Posted October 13, 2012 at 08:09 PM It is not clear (to me, anyway) exactly why this board is given exclusive power to amend bylaws.Once again, I'm not sure why it matters why. Link to comment Share on other sites More sharing options...
Guest Andrea Posted October 14, 2012 at 02:23 AM Report Share Posted October 14, 2012 at 02:23 AM OK so to clarfy a couple of things:1) revisions of the bylaws as it states in the bylaws only provides for the Board to be able to amend and vote on the proposed revisions. There does not allow for any voice or change or vote to be made by general membership.2) with regards to resignations, they have asked for my resignation but the bylaws stipulate this:a) A member of the board wishing to resign must provide in writing. ( This was not my wish but their request as communicated solely by the president) expulsion requires a 2/3 vote of the Board if there is grounds ( miconduct and/or negligence of duty). Neither have occured on my part, however there has been situations where information that was pertinent and necessary for me to accomplish my duties has been omitted or I have been circumvented by other board members. I hate to say it but to some degree it appears as sabotage. There are other general members who see this as well but have no power to do anything or aren't willing to risk their committee positions to say anything or rock the boat.3) this is an organization within the school that is there to serve as a fundraising vehicle and support to the dept within the school that it assists. We are in NC, if that helps at all. I know there are open meeting laws and sunshine laws but not sure what this will do to help?We have 501c3 status as well.The reason I was thinking along the lines of rogue board was becasue this Board has not been following their bylaws which provide for a budget to be presented at the annual meeting in August to the general membership for approval. Minutes are not available as they should be to the general members. We have an operating budget of around $150,000 and the budget has never been approved by membership nor have they give the general members the opportunity to even view it.Last month a purchase of $4,400 was made without even the board voting on it. It was the decision of the president and treasurer solely and they asked for us to vote after the fact. Some said that this should be reflected as an unplanned expense and listed on the budget with no line item to provide for it.4) Lastly the bylaws provide for the nominating committee (5 people) to be made up of 3 board members and 2 non board members. Itr is ok for the 3 board members to be seeking election of a seat but the 2 general members may not be seeking to run for a seat. So in essence they have stacked the committee to it's favor. Link to comment Share on other sites More sharing options...
JohnR Posted October 14, 2012 at 02:49 AM Report Share Posted October 14, 2012 at 02:49 AM revisions of the bylaws as it states in the bylaws only provides for the Board to be able to amend and vote on the proposed revisions. There does not allow for any voice or change or vote to be made by general membership.Well that settles that. The board has carte blanche.with regards to resignations, they have asked for my resignationPresumably to spare you the indignity of being kicked out. But of course you don't have to cooperate.expulsion requires a 2/3 vote of the Board if there is grounds ( miconduct and/or negligence of duty).Since the board controls the bylaws, they can define misconduct however they like. The handwriting is on the wall, I'm afraid.We are in NC, if that helps at all. I know there are open meeting laws and sunshine laws but not sure what this will do to help?We have 501c3 status as well.You need to ask a qualified attorney about the law of your state.The reason I was thinking along the lines of rogue board was becasue this Board has not been following their bylaws which provide for a budget to be presented at the annual meeting in August to the general membership for approval.The bylaws are hardly an impediment to your board. If anyone calls them on the approval requirement all they have to do is amend the bylaws to remove it, from what you've told us.Minutes are not available as they should be to the general members.RONR does not require that board minutes be available to general members, unless an assembly of general members orders them to be produced.is ok for the 3 board members to be seeking election of a seat but the 2 general members may not be seeking to run for a seat.There is no rule against the nominating committee recommending its own members.In sum, I think you are wasting your time on this board if you don't support the way it's being run. Unless the general membership, through some provision you've missed, cares to do anything about it, it appears to be a neatly self-perpetuating machine. Link to comment Share on other sites More sharing options...
sMargaret Posted October 14, 2012 at 02:37 PM Report Share Posted October 14, 2012 at 02:37 PM 4) Lastly the bylaws provide for the nominating committee (5 people) to be made up of 3 board members and 2 non board members. Itr is ok for the 3 board members to be seeking election of a seat but the 2 general members may not be seeking to run for a seat. So in essence they have stacked the committee to it's favor.Do your bylaws require that in order to be elected, you need to be nominated by the nominating committee? Do your bylaws explicitly preclude being nominated from the floor, or having write-in votes? Link to comment Share on other sites More sharing options...
sMargaret Posted October 14, 2012 at 02:38 PM Report Share Posted October 14, 2012 at 02:38 PM 1) revisions of the bylaws as it states in the bylaws only provides for the Board to be able to amend and vote on the proposed revisions. There does not allow for any voice or change or vote to be made by general membership.Do your bylaws explicitly state the the general membership may not amend the bylaws, or the the board is the only body that can amend them? Link to comment Share on other sites More sharing options...
g40 Posted October 15, 2012 at 12:43 AM Report Share Posted October 15, 2012 at 12:43 AM Once again, I'm not sure why it matters why.Once again, I'm not sure why it matters why.It matters "why" because there is a difference whether the organization itself has chosen to have the powerful board OR this is a legal/statutory/regulatory requirement OR this is a requirement of some affilaite of a larger orgnization requirement. If one of the latter two, then there is nothing that can be done about it. If it is the first one, then the membership (by electing like-monded board members) could do something about it. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 15, 2012 at 12:50 AM Report Share Posted October 15, 2012 at 12:50 AM It matters "why" because . . .Fair enough. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 15, 2012 at 01:05 AM Report Share Posted October 15, 2012 at 01:05 AM It matters "why" becauseFair enough.Although the OP did say that it was the bylaws that gave the board "complete autonomy". Link to comment Share on other sites More sharing options...
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