POWER WITH BOARD OR MEMBERSHIP- CALIFORNIA CORPORATION LAW

[star1441]

We are a 65 years old, 85 members  strong California non for profit mutual benefit corporation [ of journalists].

 

We always understood that the Association's power resides with the membership, and the membership  in turn assigns to the Board, and empowers it to act between general membership meetings. [These are monthy and mandatory. A member needs to attend five GMMs a year to maintain Active status].

 

The Bylaws say:

 

Section 6.5   Powers of Directors. Subject to the powers of the members as provided by law or as herein set forth, 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 of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the following powers: [etc].

 

Former parliamentarians understood "subject to the powers of the members" to mean that power resides with the membership, they vote and make rules, and empower the Board to act.

 

The new parliamentarian ruled that all power is with the Board, because our Bylaws are old, the relatively new California Corporation Code gives all powers to the Board [because, he said,

after the Abscam scandal, the Government changed the rules so the Board is supreme, and if there is need to sue, the Government knows where to find the Board, but not the members at large.

He did preface this with "I am not a lawyer , but..."]

 

So he insists that the Board can make rules, binding on the members, and they do not have a say.

 

What says you, please?

 

thanks

 

Yoram

 

[Chris Harrison]

It is beyond this forum's scope to interpret bylaws.  Ultimately your question seems to be a legal one so I would recommend you all ask a lawyer.

[Transpower]

I consider it to be bad practice to assign such power to the executive board; the power should remain with the membership--it is they who delegate power to the board in between meetings of the assembly.  I suggest you offer a bylaws amendment so that this is made more clear.  My experience with power-hungry boards over the past 10 years is negative.

[Weldon Merritt]

I consider it to be bad practice to assign such power to the executive board; the power should remain with the membership

While I concur that this is how it should be in an ideal world, the fact is that there are some statutes that arguably provide otherwise (although I certainly am not offering a leagl opinion on the interpretation of such stautes.) Thus, Chris Hansen's advise to consult a lawyer is the best advice that can be offered here.

[star1441]

I consider it to be bad practice to assign such power to the executive board; the power should remain with the membership--it is they who delegate power to the board in between meetings of the assembly.  I suggest you offer a bylaws amendment so that this is made more clear.  My experience with power-hungry boards over the past 10 years is negative.

thank you.

this is exactly what I plan to do.

so far it seems that the membership think so, too.

we shall see...

yoram

[Chris Harrison]

thank you.

this is exactly what I plan to do.

so far it seems that the membership think so, too.

we shall see...

yoram

You should check with a lawyer before you try to amend the bylaws.  If the law in question actually gives the power to the Board despite what the bylaws say (and you need to ask a lawyer to see if that is the case) you very well may be wasting your time and energy and you will get nothing out of it (besides probably needing to amend them again).