Guest Soyara@aol.com Posted August 12, 2024 at 07:39 PM Report Share Posted August 12, 2024 at 07:39 PM Can the Board of Directors over rule a member vote from the club's Annual Meeting? The Board passed a standing rule during the previous year. At the next Annual Meeting the membership voted to change it back to a previous version. The Board is claiming that membership can't do that because the management of the Club’s affairs shall be entrusted to the Board of Governors. Which vote is the controlling vote? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 12, 2024 at 08:00 PM Report Share Posted August 12, 2024 at 08:00 PM What is the exact language in the bylaws regarding the establishing and empowering of the Board of Governors? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 12, 2024 at 09:26 PM Report Share Posted August 12, 2024 at 09:26 PM On 8/12/2024 at 2:39 PM, Guest Soyara@aol.com said: Can the Board of Directors over rule a member vote from the club's Annual Meeting? The Board passed a standing rule during the previous year. At the next Annual Meeting the membership voted to change it back to a previous version. The Board is claiming that membership can't do that because the management of the Club’s affairs shall be entrusted to the Board of Governors. Which vote is the controlling vote? Unless the organization's bylaws (or applicable law) grant the board exclusive authority in this matter, the membership has the authority to amend or rescind standing rules adopted by the board, and the board has no authority to override a decision made by the membership. "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). 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 (see 35). 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." RONR (12th ed.) 49:7 We are told that the bylaws provide that "the management of the Club’s affairs shall be entrusted to the Board of Governors," but without seeing the exact language of this rule in context, it is not possible to make a determination as to how the general rule applies to this particular situation. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted August 13, 2024 at 03:44 AM Report Share Posted August 13, 2024 at 03:44 AM I agree with Mr. Martin. We need to know the EXACT language in the bylaws regarding the powers and authority of the Board of Governors. Please quote the entire provision verbatim, and do not paraphrase. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 13, 2024 at 06:30 PM Report Share Posted August 13, 2024 at 06:30 PM On 8/12/2024 at 11:44 PM, Richard Brown said: I agree with Mr. Martin. We need to know the EXACT language in the bylaws regarding the powers and authority of the Board of Governors. Please quote the entire provision verbatim, and do not paraphrase. Try as you might you will not be able to agree with Mr. Martin without agreeing with me, having said the same thing one message earlier. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted August 13, 2024 at 06:41 PM Report Share Posted August 13, 2024 at 06:41 PM On 8/13/2024 at 1:30 PM, Gary Novosielski said: Try as you might you will not be able to agree with Mr. Martin without agreeing with me, having said the same thing one message earlier. Yes, I quite agree with both of you that we need to know the exact language in the bylaws! Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 14, 2024 at 04:31 AM Report Share Posted August 14, 2024 at 04:31 AM And now we wait. 😐 Quote Link to comment Share on other sites More sharing options...
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