Can a general membership vote overturn the BOD vote?

[Guest Danielle Williams]

Hello,

    I am looking for clarification on voting.

 

Our organization holds monthly Board of Directors meetings and an annual general membership meeting.
 

At a monthly BOD meeting, a motion and vote were taken on a particular subject. 

Several months later, at the annual membership meeting, a motion and vote were taken on the same subject, with the oposite outcome.

Which vote stands?  Where do I find documentation to support that?

Thank you,
 

[Edgar Guest]

See Official Interpretation 2006-13.

 

Note that it's not enough proper to simply take another vote on the same motion. You need to make a motion to Rescind (or otherwise Amend) the motion that was previously adopted by the board.

[Josh Martin]

Our organization holds monthly Board of Directors meetings and an annual general membership meeting.

 

At a monthly BOD meeting, a motion and vote were taken on a particular subject. 

Several months later, at the annual membership meeting, a motion and vote were taken on the same subject, with the oposite outcome.

Which vote stands?  Where do I find documentation to support that?

 

The membership can overturn the board's decision, but I think they may have messed it up. If a member simply made the same motion as the board adopted, the board's decision stands. The chair should have ruled the motion out of order and informed members that if they wished to overturn the decision, the proper course of action would be to make a motion to Rescind the motion adopted by the board.

[g40]

The organization's governing documents may restrict or limit what the membership can do at the annual or special meetings. Nobody should assume that the membership can overturn a Board decision at the annual meeting. I am a Board member and officer of such an organization. The membership elects the Board and the Board elects officers from the Board members. The governing documents are very clear that there are very few Board actions/decisions that can be overturned by the membership.