Board of Director Change Bylaws after suspending Memberships

[Guest Winona Salisbury]

I am a member of the International Association of Administrative Professionals (IAAP).  The Board of Directors (BOD) during a business meeting suspended all membership without notice to the members and no due process was followed. The Board of Directors then voted to adopt a new set of Bylaws.  After the vote they reinstated the membership. Was this an appropriate action?  Or should they have followed the due process per Robert's Rules of Order? While the not-for-profit is in Missouri and the board has the authority under the status do they have the authority to do this as the were not inline with the Bylaws that the membership voted in and the authority per our bylaws is Robert's Rules of Order. 

[Chris Harrison]

The Board only has the authority that the bylaws and applicable law give them.  Whether they give the Board that authority is something you will have to find out.

[Timothy]

It is unlikely that the Board of Directors have the authority to amend the Bylaws, which might explain why they would "suspend the membership." I doubt they have that authority either. Even if they do, it could be that by suspending the membership and adopting new bylaws, they have actually created a new organization and the old organization still exists and operates under the old bylaws. In either case, once they've suspended the members of the organization, they can't force them to rejoin the organization.

[Guest Winona]

So Timothy,

IAAP has Bylaws and Standing Rules which the "members" vote on and passed.  Earlier this year an attorney was engaged and gave the advice wht the Board of Directors could suspend "in accordance with the Missouri Revised Statutes Chapter 355 Nonprofit Corporation Law", which the BOD did.  Then The BOD changed the Bylaws and then reinstated the membership.  The Membership did not know this until much later after the BOD meeting.  Lack of communication, transparency and what looks like hidden agendas is making the membership unhappy.  Thoughts?

[Dan Honemann]

So Timothy,

IAAP has Bylaws and Standing Rules which the "members" vote on and passed.  Earlier this year an attorney was engaged and gave the advice wht the Board of Directors could suspend "in accordance with the Missouri Revised Statutes Chapter 355 Nonprofit Corporation Law", which the BOD did.  Then The BOD changed the Bylaws and then reinstated the membership.  The Membership did not know this until much later after the BOD meeting.  Lack of communication, transparency and what looks like hidden agendas is making the membership unhappy.  Thoughts?

 

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