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bylaw vs. board rule


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If the bylaws set a condition and a penalty for not observing the condition, can the board adopt a rule adding to the conditions?

For example

The bylaws state a director who misses three meeting in a year is removed from the board.

Can the board adopt a rule indicating lateness is also a cause for dismissal?

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No (RONR p. 591).  However, if the Board has the authority to remove one of their own for other reasons they may be able to use that authority to remove him for excessive lateness.  While adopting a rule codifying it might not be allowed they may be able to say, "Mr. X has been at least 30 minutes late 5 out of our last 6 meetings and we'd like to have people here who are temporally responsible" and use their discretion to remove him.

Edited by Chris Harrison
Added clarification
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