Is Membership Approval Required?

[Barb]

I am President of a small non-profit dog club.  Sometimes we have events at the club that make money, such as a trial (competition).  The Board always approves the plan for the event, and then asks the membership to approve a BUILDING ISE REQUEST for the event.  This occurs at a membership meeting. The request specifies the dates, times, and what the event is in the particular building.  Now the question is — is the membership required to approve the event at a membership meeting?  Our bylaws and constitution do not address this at all. Thank you. 

[Joshua Katz]

This depends on the powers given to your board in the bylaws. What does that section say?

[Barb]

Joshua, interestingly, it says nothing about the powers of the Board!

[Richard Brown]

33 minutes ago, Barb said:

Joshua, interestingly, it says nothing about the powers of the Board!

I’m afraid that without  more information we can’t help you very much. If your bylaws don’t say anything about the powers of the board, then the board may not even have the power to approve the event.

Edited July 26, 2020 at 02:21 AM by Richard Brown
Slight change in wording

[Weldon Merritt]

24 minutes ago, Richard Brown said:

I’m afraid that without  more information we can’t help you very much. If your bylaws don’t say anything about the powers of the board, then the board may not even have the power to approve the event.

I agree. And if the bylaws literally "don't say anything about the powers of the board," then the board has no power to do anything (except maybe make recommendations to the membership), unless the society refers matters to it.. Which also makes me wonder if they actually even have a board.

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." RONR (11th ed.), p. 482, ll. 25-29.

[Gary Novosielski]

16 hours ago, Barb said:

Joshua, interestingly, it says nothing about the powers of the Board!

Does it in fact say that there is a Board?

[Joshua Katz]

Well, I think we can help a little (very little). The board has only those powers given to it in the bylaws. So it seems, whatever else might be said, there is no board empowered to approve events. Thus, yes, it seems, based on what we've been told, that membership approval is required.

[Richard Brown]

1 hour ago, Joshua Katz said:

Thus, yes, it seems, based on what we've been told, that membership approval is required.

 I’m hesitant to say even that without knowing exactly what the bylaws say about the power of the board. For example, if the bylaws say that “the affairs of the organization shall be managed by a Board of Directors”, then that pretty much gives the Board of Directors the right to manage the affairs of the organization.  I’m just not quite yet willing to assume that the bylaws say absolutely nothing about the powers of the board.

[Joshua Katz]

1 minute ago, Richard Brown said:

 I’m hesitant to say even that without knowing exactly what the bylaws say about the power of the board. For example, if the bylaws say that “the affairs of the organization shall be managed by a Board of Directors”, then that pretty much gives the Board of Directors the right to manage the affairs of the organization.  I’m just not quite yet willing to assume that the bylaws say absolutely nothing about the powers of the board.

I agree that if it says that, that will change things. I was just working with the assumption that they say nothing.

[Weldon Merritt]

39 minutes ago, Joshua Katz said:

I agree that if it says that, that will change things. I was just working with the assumption that they say nothing.

Which seems a reasonable assumption, since that's what Barb told us. 

[Barb]

Under Directors and Officers of our Bylaws, it says

”the Club officers consisting of the President, Vice President, Recording Secretary, Membership Secretary and Treasurer shall serve in their respective capacities for both the Club and its meetings and for the Board of Directors and its meetings.”

It then lists the officers and their duties. It says the President presided over the meetings, Recording Secretary keeps records of meetings, Treasurer collects monies and and provides reports, etc,  

The only other items I can find that are “specific” so to speak, are that the bylaws say that the “Board of Directors is responsible for the general management of Club affairs.”  The Board can also create “special committees.”

There is no other list of Board responsibilities.  It’s very general.   What do you think?  By, the way, the club is in its 55th year!

[Joshua Katz]

44 minutes ago, Barb said:

The only other items I can find that are “specific” so to speak, are that the bylaws say that the “Board of Directors is responsible for the general management of Club affairs.”  The Board can also create “special committees.”

 

 

6 hours ago, Richard Brown said:

 I’m hesitant to say even that without knowing exactly what the bylaws say about the power of the board. For example, if the bylaws say that “the affairs of the organization shall be managed by a Board of Directors”, then that pretty much gives the Board of Directors the right to manage the affairs of the organization.  I’m just not quite yet willing to assume that the bylaws say absolutely nothing about the powers of the board.

Well, this is certainly more than nothing.

This doesn't use precisely the language quoted by Mr. Brown, but I would think that the general management of Club affairs includes allowing people to use the building. But it's not up to me; it's a question of bylaw interpretation reserved for the body.

[Richard Brown]

45 minutes ago, Barb said:

The only other items I can find that are “specific” so to speak, are that the bylaws say that the “Board of Directors is responsible for the general management of Club affairs.”  The Board can also create “special committees.”

Bingo! That’s the phrase that I figured was in there somewhere. “The Board of Directors is responsible for the general management of club affairs“.  That means the Board of Directors probably did have the power to do what it did. That is a pretty broad grant of power!

[Weldon Merritt]

Just now, Richard Brown said:

Bingo! That’s the phrase that I figured was in there somewhere. “The Board of Directors is responsible for the general management of club affairs“.  That means the Board of Directors probably did have the power to do what it did. That is a pretty broad grant of power!

Given that language, I am now inclined to agree. But it certainly would have been helpful if Barb had told us that in the first place instead of telling us that he bylaws say "nothing about the powers of the Board." "General management of club affairs" certainly is not "nothing." (Yes, that is a double negative, and it this case it does equal a positive.")

[Barb]

Mr Merritt, I’m sorry I didn’t pick up on that line earlier. I was looking for a list of responsibilities, and that line was listed amongst info about term in office for Board members.  I agree that it Is a broad grant of power.  

[Barb]

Mr Merritt, I’m sorry I didn’t pick up on that line earlier. I was looking for a list of responsibilities, and that line was listed amongst info about term in office for Board members.  I agree that it Is a broad grant of power.  

Edited July 27, 2020 at 11:49 AM by Barb
Duplicate post

[Weldon Merritt]

2 hours ago, Barb said:

Mr Merritt, I’m sorry I didn’t pick up on that line earlier. I was looking for a list of responsibilities, and that line was listed amongst info about term in office for Board members.  I agree that it Is a broad grant of power.  

Well, it seems that your initial omission can be attributed largely to poorly drafted bylaws. A section about the term of office is a strange place to put a provision about the board's powers. But it does illustrates why it is important to consider bylaws as a whole, and not just individual sections, when interpreting them.

[Josh Martin]

12 hours ago, Barb said:

Under Directors and Officers of our Bylaws, it says

”the Club officers consisting of the President, Vice President, Recording Secretary, Membership Secretary and Treasurer shall serve in their respective capacities for both the Club and its meetings and for the Board of Directors and its meetings.”

It then lists the officers and their duties. It says the President presided over the meetings, Recording Secretary keeps records of meetings, Treasurer collects monies and and provides reports, etc,  

The only other items I can find that are “specific” so to speak, are that the bylaws say that the “Board of Directors is responsible for the general management of Club affairs.”  The Board can also create “special committees.”

There is no other list of Board responsibilities.  It’s very general.   What do you think?  By, the way, the club is in its 55th year!

I am inclined to agree with my colleagues that if the board has "general management of Club affairs," the board likely is not required to seek authorization from the membership in order to permit an event to be held at the club's property.

I would add, however, that the membership retains the right to rescind or amend the board's decision in this matter if it wishes to do so.