Guest theresa Posted April 23, 2014 at 05:39 PM Report Share Posted April 23, 2014 at 05:39 PM It states in our bylaws "the by-law of this corporation can be amended at any regular or the annual meeting and every such amendment must be approved by a 2/3 majority vote of the representatives of the members present at meeting. that being said, The board of directors are the presidents of all the clubs affiliated with the council. however, none of the presidents were notified that there was going to be a change. The board of directors have complete control and management of all assets of the corporation..... the new bylaws have elminimated board of directors completely and placed everything into the hands of the officers of the council. can this be done without the board of directors approval? I would think that such a drastic change in bylaws would have to have some approval by the board of directors? thank you Link to comment Share on other sites More sharing options...
Josh Martin Posted April 23, 2014 at 06:09 PM Report Share Posted April 23, 2014 at 06:09 PM It states in our bylaws "the by-law of this corporation can be amended at any regular or the annual meeting and every such amendment must be approved by a 2/3 majority vote of the representatives of the members present at meeting. that being said, The board of directors are the presidents of all the clubs affiliated with the council. however, none of the presidents were notified that there was going to be a change. The board of directors have complete control and management of all assets of the corporation..... the new bylaws have elminimated board of directors completely and placed everything into the hands of the officers of the council. can this be done without the board of directors approval? I would think that such a drastic change in bylaws would have to have some approval by the board of directors? Nothing in RONR would require the board to approve such a change, and based on the facts provided, your bylaws don't seem to require that either. Link to comment Share on other sites More sharing options...
g40 Posted April 23, 2014 at 06:16 PM Report Share Posted April 23, 2014 at 06:16 PM Sure seems like a radical change - as you describe what was changed! Were members of the Board of Directors (the Presidents of the affiliated clubs, as you describe) present at this annual meeting when the changes to the Bylaws were made? If so, did they speak against the changes? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 23, 2014 at 07:10 PM Report Share Posted April 23, 2014 at 07:10 PM It states in our bylaws "the by-law of this corporation can be amended at any regular or the annual meeting and every such amendment must be approved by a 2/3 majority vote of the representatives of the members present at meeting. ... I would think that such a drastic change in bylaws would have to have some approval by the board of directors? I don't see much support for the second quote in the language of the first quote. Link to comment Share on other sites More sharing options...
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