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Board of Directors Powers vs Members Powers


Guest Gary
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I found the below on the internet and it is just what i need for my upcoming annual meeting. But i can not find the backup in the latest RONR book. Can someone help me with a page number or anything else that can validate that the following is a true fact.

Board of Directors:

Having "all the powers" doesn't mean they have EXCLUSIVE use of "all the powers". The board can do what it wants (consistent with bylaws, laws, &c.) but the association members can, too. The Board is given all those powers (by the bylaws, which were adopted by the membership) so that it can conduct business for the association between meetings of the association, but when the association meets the members have those powers, too.

And, per RONR, if the Association and the Board come into conflict in exercising those powers -- the two entities want to do different (mutually exclusive) stuff -- the Association members prevail.

Thanks,

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1 hour ago, Guest Gary said:

I found the below on the internet and it is just what i need for my upcoming annual meeting. But i can not find the backup in the latest RONR book. Can someone help me with a page number or anything else that can validate that the following is a true fact.

Board of Directors:

Having "all the powers" doesn't mean they have EXCLUSIVE use of "all the powers". The board can do what it wants (consistent with bylaws, laws, &c.) but the association members can, too. The Board is given all those powers (by the bylaws, which were adopted by the membership) so that it can conduct business for the association between meetings of the association, but when the association meets the members have those powers, too.

And, per RONR, if the Association and the Board come into conflict in exercising those powers -- the two entities want to do different (mutually exclusive) stuff -- the Association members prevail.

Thanks,

As a matter of bylaw interpretation, if the bylaws gave the board general authority to act between, and then said that board could do X, I would treat that as giving the board the exclusive authority to do X based on pp. 589-90, #4.

That said, the assembly has the final authority in interpreting that bylaw.  They may decide that they can do X or reverse the board's action on X. 

 

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Guest Who's Coming to Dinner
2 hours ago, Guest Gary said:

Can someone help me with a page number or anything else that can validate that the following is a true fact.

Thanks,

See in particular RONR (11th ed.), p. 482, l. 25 to p.483, l.16.

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