Leo Posted November 30, 2017 at 06:43 PM Report Share Posted November 30, 2017 at 06:43 PM In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority]. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 30, 2017 at 07:21 PM Report Share Posted November 30, 2017 at 07:21 PM 32 minutes ago, Leo said: In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority]. Even when the board is given full power and authority over the affairs of the society by language in the bylaws such as that suggested on page 578 (not 587), lines 11-15, the board is subordinate to the membership (p. 483, ll. 6-13). Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted November 30, 2017 at 07:40 PM Report Share Posted November 30, 2017 at 07:40 PM 53 minutes ago, Leo said: In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority]. The “full power and authority” clause gives the board broader authority to conduct business between meetings of the assembly. It is in contrast to the “general supervision” authority on pg. 586. In either case, however, the board is subordinate to the membership. I do not believe RONR includes sample language for creating a board which is not subordinate to the membership. As to the question of whether this particular board is subordinate to the membership, that will ultimately be up to the organization to interpret. Personally, I would say the answer is clearly “yes,” since the bylaws explicitly provide that the board, among other things, is responsible for ensuring that “directives of the association are followed.” If the association can give the board directives which it must follow, that’s pretty much the definition of a “subordinate” board. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 30, 2017 at 09:16 PM Report Share Posted November 30, 2017 at 09:16 PM Agreeing with Mr. Marin and Mr. Honemann,"i would point out that another provision says the board shall be responsible for "making suggestions and recommending programs". There would be no need for such language unless the membership has the power to adopt said suggestions. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 30, 2017 at 10:08 PM Report Share Posted November 30, 2017 at 10:08 PM 3 hours ago, Leo said: In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority]. I agree with the idea that this board is subordinate to the assembly. But the fact that you had to ask the question means that it could be argued that the language is more ambiguous than would be ideal. It suggests that an opportunity exists to improve the language to remove the ambiguity. Quote Link to comment Share on other sites More sharing options...
Recommended Posts