jstackpo Posted March 14, 2015 at 07:18 PM Report Share Posted March 14, 2015 at 07:18 PM The bylaws say "The management of the affairs of the society shall be vested in the Board of Directors" (with only a few very clear exceptions following). Is that equivalent to the "full power and authority" phrase found on p. 578? "Vest" is, I guess, a sort of legal term and isn't defined in RONR although it is used in a couple of places: pp. 256 and 465. And (second) question: Does vesting imply exclusive powers, i.e., preventing, in my example, the general membership from exercising any of the "management" (other than the noted exceptions)? Link to comment Share on other sites More sharing options...
Richard Brown Posted March 14, 2015 at 07:38 PM Report Share Posted March 14, 2015 at 07:38 PM The bylaws say "The management of the affairs of the society shall be vested in the Board of Directors" (with only a few very clear exceptions following). Is that equivalent to the "full power and authority" phrase found on p. 578?In my opinion, yes, it is at least equivalent to granting "full power and authority". I think it means even more. I think it means sole power. And (second) question: Does vesting imply exclusive powers, i.e., preventing, in my example, the general membership from exercising any of the "management" (other than the noted exceptions)?In my opinion, it does imply exclusive power (except for any powers specifically withheld). I note that your hypothetical language says nothing about having this power only between meetings of the society. Link to comment Share on other sites More sharing options...
jstackpo Posted March 14, 2015 at 08:16 PM Author Report Share Posted March 14, 2015 at 08:16 PM In my opinion, yes, it is at least equivalent to granting "full power and authority". I think it means even more. I think it means sole power. In my opinion, it does imply exclusive power (except for any powers specifically withheld). I note that your hypothetical language says nothing about having this power only between meetings of the society. I'm not trying to set traps, just typing out loud as I go, but.... RONR, in the sample bylaw provision on p. 578, leaves out the "between meetings" phrase as well, but in the text immediately prior includes it as indicating the intent or reach of the "full power" phrase. This implies that the phrase does not imply "exclusivity', and that General Membership could rescind, at a general membership meeting, some "management" action taken earlier (and properly) by the Board . After all the Board is not meeting during a general membership meeting so the GenMems are "in charge". I think Dan the man has noted (somewhere) that a word like "exclusive" has to be in the bylaws to prevent the GenMems from doing "management". P. 483, line 9, seems to suggest this too. But maybe "vested" carries the "exclusively" meaning in it. Lawyers? Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 14, 2015 at 08:25 PM Report Share Posted March 14, 2015 at 08:25 PM I think Dan the man has noted (somewhere) that a word like "exclusive" has to be in the bylaws to prevent the GenMems from doing "management". You might want to check this topic in which Mr. Honemann asks: "Where did I say that the word "exclusively" has to be in that bylaw provision somewhere?" But beware. It's not for the faint of heart. Link to comment Share on other sites More sharing options...
Richard Brown Posted March 14, 2015 at 08:32 PM Report Share Posted March 14, 2015 at 08:32 PM I think Dan the man has noted (somewhere) that a word like "exclusive" has to be in the bylaws to prevent the GenMems from doing "management". P. 483, line 9, seems to suggest this too. But maybe "vested" carries the "exclusively" meaning in it. Lawyers? For the sake of removing any ambiguity, I would prefer the use of the word "sole" or "exclusive" in describing the board's power if the intent is that it have exclusive power, but I don't believe the use of one of those words is absolutely necessary. I think the phrase "The management of the affairs of the society shall be vested in the Board of Directors", without the use of the phrase "between meetings of the society", implies that the power is indeed exclusive. Link to comment Share on other sites More sharing options...
jstackpo Posted March 14, 2015 at 08:52 PM Author Report Share Posted March 14, 2015 at 08:52 PM As an aside, and in reference to post #4, I wish to apologize (in advance) to Dan for my (once again) offering a suggestion that he used or suggested using "exclusively" in bylaws. I'm not sure which is more troubling: Not remembering things that happened, or firmly remembering things that did not. Oh well. Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 14, 2015 at 09:40 PM Report Share Posted March 14, 2015 at 09:40 PM The bylaws say "The management of the affairs of the society shall be vested in the Board of Directors" (with only a few very clear exceptions following). Is that equivalent to the "full power and authority" phrase found on p. 578? "Vest" is, I guess, a sort of legal term and isn't defined in RONR although it is used in a couple of places: pp. 256 and 465. And (second) question: Does vesting imply exclusive powers, i.e., preventing, in my example, the general membership from exercising any of the "management" (other than the noted exceptions)? The words "vest" and "vested" are not terms of art in parliamentary law, and hence dictionary definitions may need to be resorted to. As a purely general statement, I'm inclined to agree with the last sentence in post #5, but in every instance, complete familiarity with all relevant facts is essential. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 16, 2015 at 12:32 PM Report Share Posted March 16, 2015 at 12:32 PM "It ain't what you don't know that gets you into trouble. It's what you know for sure that just ain't so." --Mark Twain Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 16, 2015 at 06:24 PM Report Share Posted April 16, 2015 at 06:24 PM Dictionary definition of "Vested" adjective1.held completely, permanently, and inalienably:vested rights. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.