Guest Gary Posted May 14, 2018 at 07:53 PM Report Share Posted May 14, 2018 at 07:53 PM 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, Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 14, 2018 at 07:59 PM Report Share Posted May 14, 2018 at 07:59 PM (edited) Start here: http://robertsrules.com/interp_list.html#2006_12 and the one immediately following, 2006_13 Edited May 14, 2018 at 08:05 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
Chris Harrison Posted May 14, 2018 at 08:02 PM Report Share Posted May 14, 2018 at 08:02 PM I'd also check out 2006-12 (right above 2006-13) in case the Board thinks they can overrule the General Membership. Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted May 14, 2018 at 08:03 PM Report Share Posted May 14, 2018 at 08:03 PM That quote appears to be from a 2012 post on this forum by Dr. Stackpole. Perhaps he will offer some insight. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 14, 2018 at 08:06 PM Report Share Posted May 14, 2018 at 08:06 PM 2 minutes ago, Chris Harrison said: I'd also check out 2006-12 (right above 2006-13) in case the Board thinks they can overrule the General Membership. Yes, I already edited to make that revision. 12 and 13 are mirror images. Quote Link to comment Share on other sites More sharing options...
J. J. Posted May 14, 2018 at 09:28 PM Report Share Posted May 14, 2018 at 09:28 PM 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. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted May 14, 2018 at 10:23 PM Report Share Posted May 14, 2018 at 10:23 PM 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. Quote Link to comment Share on other sites More sharing options...
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