Guest Tomm Posted September 4, 2021 at 05:29 PM Report Share Posted September 4, 2021 at 05:29 PM Is it correct that unless otherwise specified, if a board amends or makes new bylaws it has to be voted on an approved by the general membership? Quote Link to comment Share on other sites More sharing options...
Weldon Merritt Posted September 4, 2021 at 05:40 PM Report Share Posted September 4, 2021 at 05:40 PM On 9/4/2021 at 11:29 AM, Guest Tomm said: Is it correct that unless otherwise specified, if a board amends or makes new bylaws it has to be voted on an approved by the general membership? The board can't do that in the first place, unless the bylaws give them that authority. Whatever process is specified in the bylaws for amending them must be followed. Quote Link to comment Share on other sites More sharing options...
Tomm Posted September 4, 2021 at 10:01 PM Report Share Posted September 4, 2021 at 10:01 PM On 9/4/2021 at 10:40 AM, Weldon Merritt said: The board can't do that in the first place, unless the bylaws give them that authority. Whatever process is specified in the bylaws for amending them must be followed. It's worse than just being a Bylaw, it's in the Articles of Incorporation!!!! "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation." "4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." Two points: First the Bylaws make it very difficult for the general membership to challenge any of their decisions. Second, item 4 states "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." but it doesn't appear that the Members can challenge the adoption of a new Bylaw as stated in item 3? Is that how you would read it? Bottom line: We're screwed! Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted September 4, 2021 at 10:03 PM Report Share Posted September 4, 2021 at 10:03 PM Then, it appears to me, no, the members need not vote on this action of the board which is directly authorized by your governing documents. It looks like both have that power, so an act by the directors needs no approval by the members. What am I missing? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 4, 2021 at 10:19 PM Report Share Posted September 4, 2021 at 10:19 PM On 9/4/2021 at 6:01 PM, Tomm said: It's worse than just being a Bylaw, it's in the Articles of Incorporation!!!! "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation." "4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." Two points: First the Bylaws make it very difficult for the general membership to challenge any of their decisions. Second, item 4 states "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." but it doesn't appear that the Members can challenge the adoption of a new Bylaw as stated in item 3? Is that how you would read it? Bottom line: We're screwed! Even if that's true, it appears that the Members can amend that change out of existence, and can't be countermanded. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted September 5, 2021 at 02:18 PM Report Share Posted September 5, 2021 at 02:18 PM (edited) On 9/4/2021 at 5:01 PM, Tomm said: It's worse than just being a Bylaw, it's in the Articles of Incorporation!!!! "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation." "4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." Two points: First the Bylaws make it very difficult for the general membership to challenge any of their decisions. Second, item 4 states "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." but it doesn't appear that the Members can challenge the adoption of a new Bylaw as stated in item 3? Is that how you would read it? Bottom line: We're screwed! There is no such thing as "the adoption of a new bylaw." The bylaws are a single document that must be read as a whole, not a series of disconnected rules. Any change to the bylaws, even if it is the addition of an entirely new section or article, is an amendment to the bylaws. Therefore, the rule that "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." is applicable even in such cases. While the rule in question appears to provide that the board may amend the bylaws on its own authority, and there is no need to wait for the approval of the members, the members may take their own action in regard to the amendment adopted by the board if it wishes, and the articles provide that in such cases "the action of the members shall prevail." The board's power to adopt bylaws is irrelevant at this point, since the bylaws have already been adopted. That provision would only be applicable prior to the adoption of any bylaws. Edited September 5, 2021 at 02:19 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
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