jstackpo Posted April 5, 2015 at 12:35 PM Report Share Posted April 5, 2015 at 12:35 PM Correct on both counts. Link to comment Share on other sites More sharing options...
Edgar Guest Posted April 5, 2015 at 01:48 PM Report Share Posted April 5, 2015 at 01:48 PM . . . a BoD,consisting of 14 elected members, 5 officers and 9 directors. Every member of your board of directors is a director, though some may also hold other offices. Link to comment Share on other sites More sharing options...
Josh Martin Posted April 5, 2015 at 04:38 PM Report Share Posted April 5, 2015 at 04:38 PM To Josh and Mr. Brown, number 16---Josh did you suggest that a Special Meeting (as proposed by Mr. Brown in number 16) might be an alternative as opposed to your first "NO" ?Maybe. The quoted provisions from your bylaws on this subject are not entirely clear. Link to comment Share on other sites More sharing options...
bobby101 Posted April 6, 2015 at 12:45 AM Author Report Share Posted April 6, 2015 at 12:45 AM Josh: I'll be glad to provide the complete by-law you're interested in if you'll identify it. Is it the by-law addressing Special Meetings or something else? bobby101 Link to comment Share on other sites More sharing options...
Guest Geoff Kahan Posted April 6, 2015 at 06:48 AM Report Share Posted April 6, 2015 at 06:48 AM I have a similar question. In our Article 3 that describes the makeup of the Board of Directors, it starts with the sentence: "The business of this organization shall be vested with the Board of Directors." Yet, in Article 6 it explains that the Board can conduct usual and ordinary business without approval from the General Membership unless the activity/expenditure is new and over $200.So the question is, the Board does not really hold all the power and simply acts on behalf of the Membership with prior approval for regular and customary financial activities. If the Board decides not to spend money on something, the proposal should still be allowed to be brought up at the General Assembly by any member and get voted on, the General Assembly really does have the final say and can override the Board, isn't that right?Thanks in advance. Link to comment Share on other sites More sharing options...
jstackpo Posted April 6, 2015 at 10:30 AM Report Share Posted April 6, 2015 at 10:30 AM Even though you question is similar to the original poster's question, it would be best if you posted it in a NEW TOPIC. That will avoid confusion when answers show up, as they soon will. Link to comment Share on other sites More sharing options...
bobby101 Posted April 6, 2015 at 11:01 AM Author Report Share Posted April 6, 2015 at 11:01 AM To Mr. Brown in post #12: Could you expand on your point about the right of members to address a by-law change, per your response of April 4 at 11:17 a.m.? Please note Josh's response, # 28, and my offer in # 29. Thank you. bobby101 Link to comment Share on other sites More sharing options...
Josh Martin Posted April 6, 2015 at 01:57 PM Report Share Posted April 6, 2015 at 01:57 PM To Mr. Brown in post #12: Could you expand on your point about the right of members to address a by-law change, per your response of April 4 at 11:17 a.m.? Please note Josh's response, # 28, and my offer in # 29.In Post #5, you said the bylaws provide the following about their amendment:To Mr. Brown's most recent point. Our by-laws were changed about 7 years ago and state, " Board -recommended changes and board-recommended amendments to the By-laws shall be presented to the club's members at an Annual meeting or at a Special Meeting." Changes require an affirmative 2/3 vote. Then another quote from the by-laws, " It is the right of any member to recommend to the Board a By-law change as long as the change is presented at a Board Meeting prior to the Annual Meeting. The members have the right to approve or to disapprove the By-law but may not make any changes to the amended By-laws at the Annual Meeting."The more I look at this, the more it seems to me that how exactly an amendment proposed by a member is treated is unclear. It would seem that there may be some differences between amendments proposed at the annual meeting or at a special meeting. I'm not sure whether this means that amendments considered at a special meeting may be amended, or whether it means that amendments proposed by a member may only be considered at the annual meeting.I'm not sure it really matters, since as I understand the facts, there is currently no realistic possibility that the board would approve an amendment to the bylaws even remotely resembling the membership's desired amendment. Link to comment Share on other sites More sharing options...
bobby101 Posted April 6, 2015 at 02:27 PM Author Report Share Posted April 6, 2015 at 02:27 PM Josh: Thanks for your quick response. The reality of where this amendment came from is a couple members of the Board back in 2008 were instrumental in fighting an action against the Board by a member on his being sanctioned. He had drummed up enough support for a Special Meeting (his right at that time) which was held; the Board's decision was upheld by the membership by a better than 3 to 1 margin. The Board was concerned that there might be another Special Meeting called (that didn't happen); one officer threatened to resign from the Board if the membership overruled the Board's decision. I think that the new by-law approach - that the Board must recommend new by-laws or amendments for presentation to the membership-probably was a way for the Board to keep control. Anyway, I still haven't given up in trying to persuade enough members that this by-law should be changed. Our recent Boards have usurped rights that the members previously had and the members are generally too ignorant of this or indifferent to the loss. As always, I appreciate your thoughts. Thank you, bobby101 Link to comment Share on other sites More sharing options...
jstackpo Posted April 6, 2015 at 03:51 PM Report Share Posted April 6, 2015 at 03:51 PM Our recent Boards have usurped rights that the members previously had and the members are generally too ignorant of this or indifferent to the loss. Not to beat a dead horse or anything, but, to be fair, the Board didn't "usurp" anything. The Board may well have initiated the bylaw change, but the members gave those rights away, when asked to do so, by approving the relevant amendments. Link to comment Share on other sites More sharing options...
bobby101 Posted April 8, 2015 at 03:18 PM Author Report Share Posted April 8, 2015 at 03:18 PM Mr. Stackpole: Being present on the ground when these issues were surfaced and discussed, maybe usurped is too strong a word but the actions and the actors behind these changes wanted to make it difficult for a member to assert his rights or to try to amend a by-law that the Board didn't want. And this gets back to the issue of a certain small number of Board members being able to frustrate efforts to address certain important issues. And. the initial question I've posted about the ultimate authority. Just trying to inject a bit of reality into what has been happening at our Club with the Board taking away rights that were previously granted to the members. And the members being too indifferent to the issues or unaware of what has been happening. bobby101 Link to comment Share on other sites More sharing options...
jstackpo Posted April 8, 2015 at 04:03 PM Report Share Posted April 8, 2015 at 04:03 PM "Eternal vigilance is the price of freedom." -- Jefferson (perhaps) Link to comment Share on other sites More sharing options...
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