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can a board rescind and amend motions previously adopted by the memberhsip

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our association has some 20 motions ,properly adopted over the years by the membership,at general membership meetings, about our travel policies. some rules and motions are strictly monetary [ spending limits], others are not [ have to do with proper behaviour, ec].

the board reviewed the full set of existing motions, left some intact, rescinded others, revised, combined etc.

some now claim that this is an act of amendment of  something previously adopted, and as such  has to be voted on by the membership.

But the parliamentarian ruled that the board's vote is enough.


the bylaws say: " Powers of Directors: Subject to the powers of the membership ...all corporate powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by the Board. Without limiting the generality of the foreging,the Board shall have the following powers:......

B. to conduct, manage and control the affairs and business of the Association, and to make such rules and regulations therefore that are not inconsistent with the law and with the articles of incorporation or with the bylaws."


[The bylaws say that the Association shall follow Roberts Rules.]


Now then:


Some say that the revision of the existing set of motions is rescinding or amending something previously adopted, and as such it needs the procedures outlined in RR.

Others say that the power of the Board is to manage all business functions of the Association,

the adoption of rules is such a function, and therefore it is under the sole jurisdiction of the Board, and that the bylaw does not delegates this power to the membership, and so the Baord alone has the power to make rules.


What say you?



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From what you have written, I would say that the board could adopt the procedures discussed from scratch if there were no such procedures before, but as policies had been adopted by the membership, they can only be rescinded or amended by the membership.

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