bobby101 Posted July 11, 2015 at 03:20 PM Report Share Posted July 11, 2015 at 03:20 PM If there is no provision in an organization's by-laws on the issue of a board's supremacy in the organization, does the assembly (the membership) have that final authority over the board and its actions? Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 11, 2015 at 03:26 PM Report Share Posted July 11, 2015 at 03:26 PM See Official Interpretations 2006-12 and 2006-13. Link to comment Share on other sites More sharing options...
cgwolf Posted July 11, 2015 at 05:23 PM Report Share Posted July 11, 2015 at 05:23 PM If the society is organized as a corporation under the laws of the state (or nation) in which it exists, each board member is most like also a director of the corporation. Directors have a fiduciary duty to the law, while members don't. In this situation, this question about board vs. members' supremacy moves into an area of law. Under most state's laws, directors have to follow a "duty of care" and a "duty of faith." Therefore, if at a membership meeting of an incorporated society, the members pass a motion that later, members of the board find not to be in the best interests of the corporation (society), it seems to me (I'm not a lawyer) that if the board passes a motion contrary to the motion of the members, then it would supercede the members' motion. Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 11, 2015 at 07:29 PM Report Share Posted July 11, 2015 at 07:29 PM . . . it seems to me . . . that if the board passes a motion contrary to the motion of the members, then it would supercede the members' motion. See Official Interpretations 2006-12 and 2006-13. And it's "supersede". Link to comment Share on other sites More sharing options...
Josh Martin Posted July 11, 2015 at 10:18 PM Report Share Posted July 11, 2015 at 10:18 PM If there is no provision in an organization's by-laws on the issue of a board's supremacy in the organization, does the assembly (the membership) have that final authority over the board and its actions? The membership has final authority unless the organization's bylaws or applicable law provide otherwise, and if I recall correctly, your organization's bylaws do provide otherwise in certain circumstances (such as amending the bylaws). If the society is organized as a corporation under the laws of the state (or nation) in which it exists, each board member is most like also a director of the corporation. Directors have a fiduciary duty to the law, while members don't. In this situation, this question about board vs. members' supremacy moves into an area of law. Under most state's laws, directors have to follow a "duty of care" and a "duty of faith." Therefore, if at a membership meeting of an incorporated society, the members pass a motion that later, members of the board find not to be in the best interests of the corporation (society), it seems to me (I'm not a lawyer) that if the board passes a motion contrary to the motion of the members, then it would supercede the members' motion. I'm not a lawyer either, but I know enough to know that the laws on this subject vary depending on such factors as the state the organization is incorporated in, the type of organization, etc. In any event, this is not the proper place to discuss the proper application of such laws. So far as RONR is concerned, the membership trumps the board. Link to comment Share on other sites More sharing options...
bobby101 Posted July 12, 2015 at 12:08 AM Author Report Share Posted July 12, 2015 at 12:08 AM Josh: Yes, you remember correctly. Due to a change in our by-laws in 2008 the board was able to effect this "board-recommended" for by-laws to be presented to the membership for consideration. discussion, and possible change. And, yes, the members approved it at an Annual meeting. It appears that this year that we have a chance to get the members back into the equation, which I think is a move in the right direction for our club. Frankly. our board has been serving as a chokepoint by not presenting some changes that would benefit the members . Actually, my question this time was directed not to the specific issue of the by-laws which I've addressed before in this forum but generally to the principle of which has the ultimate authority? The membership who elect the board who are given a great deal of responsibility and authority with the only general restriction/limitation that their actions must be compliant with the by-laws. At the risk of raising the ire of those in the forum who want me to stop "rehashing" an issue, this is really my question: Since our by-laws do not give the board the authority, in general, is the membership who elect the board, superior to the board in ruling on actions where the board took actions that were not compliant with the club's by-laws. My apologies if I'm doing something that offends some of the members. I like the answer immediately above that, "So far as RONR is concerned, the membership trumps the board." Thank you. Link to comment Share on other sites More sharing options...
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