Guest Pat Posted October 28, 2010 at 07:49 PM Report Share Posted October 28, 2010 at 07:49 PM if by-laws clearly state that amendments to the by-laws must be done by a majority vote of the members, thereby not giving sole authorization to the board of directors to make such amendments by themselves, can the board of directors turn around and adopt a 'resolution' that authorizes them to override the by-law? Link to comment Share on other sites More sharing options...
jstackpo Posted October 28, 2010 at 07:51 PM Report Share Posted October 28, 2010 at 07:51 PM No. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 28, 2010 at 08:06 PM Report Share Posted October 28, 2010 at 08:06 PM if by-laws clearly state that amendments to the by-laws must be done by a majority vote of the members, thereby not giving sole authorization to the board of directors to make such amendments by themselves, can the board of directors turn around and adopt a 'resolution' that authorizes them to override the by-law?No motion is in order that conflicts with the bylaws, and if such a motion is adopted, it is null and void. See RONR(10th ed.), p.332, l. 15-18.The board has only what power it is given; it cannot create powers for itself. Link to comment Share on other sites More sharing options...
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