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Illegal Resolution

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We have the following rule in our not for profit religious organization’s constitution and bylaws

“All new capital projects with a projected total completion cost (not just projected costs of a given phase of the project) of $250,000 and above shall be approved by the General Body. The capital project(s) shall not be sub‐grouped into compartments of less than $250,000/‐ merely to circumvent the approval of the General Body. All Capital Projects with projected total completion costs of less than $250,000/‐ shall be included in the annual budget”.

Bur in the month of July 2018 our board of trustees in their monthly meeting passed the following resolution

“to approve the proposed Vidyalaya Building project at a cost of 5 Million dollars with condition that entire amount to be raised prior to start of the project. An approval from General Body satisfying HTGC Constitution.”

The above resolution is in contra to our bylaws, the board has no authority to approve any projects which costs more than $ 250,000.00. Only General body can approve such projects. When I brought this to our president’s notice in our semi-annual General body meeting, he stated the resolution stands as it is and they do not rescind the board’s resolution.

 Please advise us how to proceed to correct this issue.

Thanks in advance.

Jay

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22 minutes ago, jay said:

Bur in the month of July 2018 our board of trustees in their monthly meeting passed the following resolution

“to approve the proposed Vidyalaya Building project at a cost of 5 Million dollars with condition that entire amount to be raised prior to start of the project. An approval from General Body satisfying HTGC Constitution.”

Were you at the Board meeting when the resolution was adopted?  The resolution as you quoted it seems a bit off because while the first sentence makes sense the second sentence "An approval from General Body satisfying HTGC Constitution” doesn't as much. 

Is it possible that what is in the second sentence is  actually supposed to be part of the conditions mentioned in the first?  So the Board is merely getting the ball rolling with the conditions attached being 1) that the entire amount is to be raised prior to the start of the project and 2) the General Body's approval is also required in order to satisfy the HTGC Constitution.

Edited by Chris Harrison

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Guest Zev
39 minutes ago, jay said:

An approval from General Body satisfying HTGC Constitution.

What does this mean and is it an integral part of the resolution that was adopted? Did you perhaps copy this statement and inadvertently omit some words such as ".. approval [is required] from General Body..." I ask because this wording is kind of strange. It just does not sound right. If the interpretation of this is to mean that the General Body must approve this item before it can go forward then I would conclude that the board of trustees just made a recommendation to the General Body which they may adopt or reject as they see fit.

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5 minutes ago, Guest Zev said:

An approval from General Body satisfying HTGC Constitution.

I was in the meeting and  voted against the resolution. The above sentence has no meaning. But I checked the  minutes there is no omission of any words. If the building committee chair starts  collecting donations  and the General body does not approve what is the soluiton ?  if the resolution is only a recommendation to the General body they did not present it in the general body. In the general body president said they authorised the chair to raise the funds.

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1 hour ago, jay said:

All new capital projects with a projected total completion cost (not just projected costs of a given phase of the project) of $250,000 and above shall be approved by the General Body.

This doesn't have much bearing on your question, but I will point out that whoever put that phrase in parentheses into this sentence in the constitution and bylaws probably wasn't thinking very much about it.

1 hour ago, jay said:

The above resolution is in contra to our bylaws, the board has no authority to approve any projects which costs more than $ 250,000.00. Only General body can approve such projects. When I brought this to our president’s notice in our semi-annual General body meeting, he stated the resolution stands as it is and they do not rescind the board’s resolution.

 Please advise us how to proceed to correct this issue.

At the next meeting of the general body, make and adopt a motion to declare the board's resolution null and void because it conflicts with the bylaws.

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9 hours ago, Shmuel Gerber said:

At the next meeting of the general body, make and adopt a motion to declare the board's resolution null and void because it conflicts with the bylaws.

Though that could be  problematic depending on when the next General Body meeting is.  If the  Board is proceeding with the building project there may be a point when fully putting the brakes on everything may become (much) more complicated than the General Body just saying "We don't approve of this."  Is there a mechanism for the General Body to call a Special Meeting to deal with this sooner than later?

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1 hour ago, Chris Harrison said:

Though that could be  problematic depending on when the next General Body meeting is.  If the  Board is proceeding with the building project there may be a point when fully putting the brakes on everything may become (much) more complicated than the General Body just saying "We don't approve of this."  Is there a mechanism for the General Body to call a Special Meeting to deal with this sooner than later? 

 Board can call for a special General Body  with a majority vote. We have two categories of  members Regular and Patron based on how much they paid. To call for a  special General Body we have to collect 10% signature of members in both categories separately.  It is a lengthy process.

I wonder can't we apply the rule that any resolution in contra to bylaws or state laws are  void by itself and no need to rescind or change the motion?

 

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Guest Zev

If the board will not act to put the brakes on this project before it is too late to do so as a practical matter, then it stands to reason that only the General Body has the sufficient authority to do so. Perhaps someone should remind the members of the board that without proper authorization they as individuals may be on the hook for whatever monetary damage the society has incurred as a result of their actions and that a hasty board or General Body meeting is advised.

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9 hours ago, jay said:

I wonder can't we apply the rule that any resolution in contra to bylaws or state laws are  void by itself and no need to rescind or change the motion?

Yes, but a Point of Order (and Appeal, if necessary) that a motion is null and void may only be made during a meeting.

Edited by Josh Martin

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Guest Zev
10 hours ago, jay said:

...any resolution in contra to bylaws or state laws are  void by itself...

 Motions that violate procedural laws are void. Other motions are not.

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12 hours ago, Guest Zev said:

 Motions that violate procedural laws are void. Other motions are not.

I may have missed, but I do not see a reference to statute. 

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2 hours ago, J. J. said:

I may have missed, but I do not see a reference to statute. 

I suspect Jay is referring to any applicable laws governing the organization's non-profit status.

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3 hours ago, Chris Harrison said:

I suspect Jay is referring to any applicable laws governing the organization's non-profit status.

I'm not sure that is the case. 

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On 5/3/2019 at 10:46 AM, Chris Harrison said:

I suspect Jay is referring to any applicable laws governing the organization's non-profit status.

Yes I am under the impression  any motion or resolution contra to the existing bylaws is null and void. In this case  I wonder board can rescind its own resolution rather General body right?

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Guest Who's Coming to Dinner

Yes, of course the board can repeal its resolution (the parts that have not yet been carried out). Or you might move to amend the resolution to clarify that second non-sentence about General Body approval. Or you could still raise a point of order that the motion is null and void for breach of the bylaws.

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