suesm Posted September 4, 2021 at 07:03 PM Report Share Posted September 4, 2021 at 07:03 PM Our bylaw comity is proposing to add this change to the bylaw restricting special resolutions. 'The board may put forward Special Resolutions provided 2/3 of the board are in favor of the resolution'. My way of thinking is , any member should be able to put forward a special resolution regardless of being on the board. or am I interpreting this wrong or is it poorly written? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted September 4, 2021 at 07:07 PM Report Share Posted September 4, 2021 at 07:07 PM On 9/4/2021 at 3:03 PM, suesm said: Our bylaw comity is proposing to add this change to the bylaw restricting special resolutions. 'The board may put forward Special Resolutions provided 2/3 of the board are in favor of the resolution'. My way of thinking is , any member should be able to put forward a special resolution regardless of being on the board. or am I interpreting this wrong or is it poorly written? What is the difference between a "special resolution" and any other resolution? RONR makes no such distinction. Quote Link to comment Share on other sites More sharing options...
suesm Posted September 4, 2021 at 07:21 PM Author Report Share Posted September 4, 2021 at 07:21 PM a special resolution Societies Act: an “Ordinary Resolution”, which is a resolution passed at a members’ meeting by a simple majority of the votes cast by voting members or consented to in writing by 2/3 of the voting members outside of a members’ meeting; and a “Special Resolution”, which is a resolution passed at a members’ meeting by at least 2/3 of the votes cast by voting members, or consented to in writing by all of the voting members outside of a members’ meeting. as an example a special resolution may be needed to remove a board member Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted September 4, 2021 at 07:34 PM Report Share Posted September 4, 2021 at 07:34 PM (edited) Thank you for this information. I think you are right that any member should be able to move the adoption of a special resolution unless something in your bylaws or in applicable law provides otherwise. It does not appear to me that the proposed change to the bylaws will prevent members from doing so. Edited September 4, 2021 at 07:37 PM by Daniel H. Honemann Added the last sentence Quote Link to comment Share on other sites More sharing options...
Recommended Posts