Tomm Posted April 5, 2022 at 08:13 PM Report Share Posted April 5, 2022 at 08:13 PM So...the non-profit corporation (501-c-(4)) was established years ago in accordance with state law but did not initially adopt RONR as its parliamentary authority. The Articles of Incorporation provided the board with its necessary authority, which of course placed the board at the top of the food chain. I'm wondering that once the corporation accepted and specified RONR as its parliamentary authority, did that now establish that the board is subordinate to the assembly? The board is elected by the membership. I have read on legal websites that a non-profit actually belongs to no one! Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted April 5, 2022 at 08:58 PM Report Share Posted April 5, 2022 at 08:58 PM On 4/5/2022 at 4:13 PM, Tomm said: once the corporation accepted and specified RONR as its parliamentary authority, did that now establish that the board is subordinate to the assembly? Only if you insist on ignoring the hierarchy of rules in RONR where the Articles of Incorporation, equivalent to the corporate charter, supercedes the parliamentary authority. It's right there in Section 2. On 4/5/2022 at 4:13 PM, Tomm said: I have read on legal websites that a non-profit actually belongs to no one! This isn't a legal website (well, I'm sure it's legal but it doesn't deal with legal matters).I will note that who owns and who directs an organization are two separate questions. Quote Link to comment Share on other sites More sharing options...
Tomm Posted April 5, 2022 at 09:03 PM Author Report Share Posted April 5, 2022 at 09:03 PM On 4/5/2022 at 1:58 PM, Atul Kapur said: It's right there in Section 2. Section 2 of what? Quote Link to comment Share on other sites More sharing options...
Tomm Posted April 5, 2022 at 09:25 PM Author Report Share Posted April 5, 2022 at 09:25 PM On 4/5/2022 at 2:03 PM, Tomm said: Section 2 of what? Never mind! Sorry...found it! Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted April 6, 2022 at 01:22 PM Report Share Posted April 6, 2022 at 01:22 PM On 4/5/2022 at 4:03 PM, Tomm said: Section 2 of what? Section 2 of RONR. Your articles of incorporation and corporate charter are still supreme, at least right behind state law. Quote Link to comment Share on other sites More sharing options...
Termination Requested Pls Posted April 18, 2022 at 06:36 PM Report Share Posted April 18, 2022 at 06:36 PM (edited) On 4/5/2022 at 3:13 PM, Tomm said: I'm wondering that once the corporation accepted and specified RONR as its parliamentary authority, did that now establish that the board is subordinate to the assembly? The board is elected by the membership. As noted by others, no. To flesh this out a bit, consider: RONR 49:7 (in part) "Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late." But RONR 49:7 continues to say: "It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." Also RONR Section 2 kicks in. Section 2 apparently reflects what the law is nationwide on the subject of "conflict of laws," "hierarchy of documents" and the like. Namely, anywhere the Bylaws conflict with RONR the Bylaws prevail. "Conflict of laws" is a huge subject in the legal world, and I bow to the reality that a Roberts Rules site 'is not a legal forum.' Edited April 19, 2022 at 06:53 PM by Augustin Quote Link to comment Share on other sites More sharing options...
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