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Member resolutions not binding on board

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Guest Bill

Our group wants to amend our non-profit corporation's bylaws. However, both the governing legislation and our bylaws say that the members of the organization can only confirm or ratify changes passed by the board of directors. Member resolutions are considered "advisory."  It would seem that our members are subordinate to the board - powerless!

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Guest Bill

Bummer.  Do you have a question about the rules in RONR?

My understanding of RONR is that an amendment or revision of the bylaws beomes effective immediately unless otherwise specified by the resolution. That would suggest that such an amendment or revision of the bylaws passed by the membership, though advisory, could also be confirmed at the same time, in a separate resolution.

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Our group wants to amend our non-profit corporation's bylaws. However, both the governing legislation and our bylaws say that the members of the organization can only confirm or ratify changes passed by the board of directors. Member resolutions are considered "advisory."  It would seem that our members are subordinate to the board - powerless!

 

Not entirely "powerless"  --  just say "No".

 

Do that enough and the Board might (just might) get the message.

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My understanding of RONR is that an amendment or revision of the bylaws beomes effective immediately unless otherwise specified by the resolution.

 

 

Unless  your society's rules say otherwise.......yours appear to. The process for amendment of your society's bylaws seems to be spelled out in them, and although we cannot interpret that procedure or any possible variation of it that would still be compliant, those procedures take precedence to what is said in RONR.

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Guest Bill

Not entirely "powerless"  --  just say "No".

 

Do that enough and the Board might (just might) get the message.

Or remove the board. That, we can do.

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Guest Bill

If we were to pass our proposed "advisory" revision of the bylaws at a special meeting, and move an adjournment to allow the board time to meet and make its recommendation whether to ratify, could we not then say "No" to their likely recommendation against, and in doing so, ratify it?

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If we were to pass our proposed "advisory" revision of the bylaws at a special meeting, and move an adjournment to allow the board time to meet and make its recommendation whether to ratify, could we not then say "No" to their likely recommendation against, and in doing so, ratify it?

 

As we've already discussed, your interpretation of RONR is correct. Your bylaws apparently have their own rules on the subject, however, and your bylaws supersede RONR. It's up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. There's apparently also applicable law in the mix, and questions about applicable law should be directed to a lawyer.

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If we were to pass our proposed "advisory" revision of the bylaws at a special meeting, and move an adjournment to allow the board time to meet and make its recommendation whether to ratify, could we not then say "No" to their likely recommendation against, and in doing so, ratify it?

 

Josh's cogent remarks notwithstanding; not on the face of what you say  --  ratify, in RONR's sense, can only apply to something that has been adopted  --  if the board defeats a proposed bylaw amendment, that is the end of it  --  it stays defeated.

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Unless  your society's rules say otherwise.......yours appear to. The process for amendment of your society's bylaws seems to be spelled out in them, and although we cannot interpret that procedure or any possible variation of it that would still be compliant, those procedures take precedence to what is said in RONR.

Understood. However, our bylaws also say that members may conduct and transact any business at a general or special meeting. Is the term "transact" (i.e. carry out) a question of interpretation that would most likely require legal advice?

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"Transact business" is, obviously, a general catch-all term, while "ratify bylaws" is a specific item of business.

 

And the particular supersedes the general - p. 589, 3).

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Understood. However, our bylaws also say that members may conduct and transact any business at a general or special meeting. Is the term "transact" (i.e. carry out) a question of interpretation that would most likely require legal advice?

 

I concur with Dr. Stackpole that I doubt this language provides a loophole, but I'm also not sure it matters. You said in the original post that both the bylaws and applicable law provide that the organization can only confirm or ratify amendments to the bylaws adopted by the Board of Directors. Procedural rules in applicable law supersede your bylaws. So even if you find a loophole in your bylaws, it won't solve the problem.

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