Guest Kadi Posted January 4, 2011 at 03:07 AM Report Share Posted January 4, 2011 at 03:07 AM Our organization's bylaws clearly state that memberships (applications, the membership dues, etc) must be handled by the Treasurer. These are from a couple different parts of the bylaws, but they state:All applications for membership shall be submitted through the TreasurerThe Treasurer shall bill, collect, and receive all monies dueThe Treasurer shall maintain an accurate dues roll of all individual members.The President wants to create a "Membership Coordinator" position, and have that person recieve and process all membership applications and dues. It was pointed out that our bylaws clearly state the Treasurer has to do this, and the response was that the board can simply create a policy that allows the Membership Coordinator to handle memberships and money instead.Is this legal? Can a Board create policies to override any bylaws they don't happen to like, or do bylaws always "trump" policies? Link to comment Share on other sites More sharing options...
Chris Harrison Posted January 4, 2011 at 04:16 AM Report Share Posted January 4, 2011 at 04:16 AM Our organization's bylaws clearly state that memberships (applications, the membership dues, etc) must be handled by the Treasurer. These are from a couple different parts of the bylaws, but they state:All applications for membership shall be submitted through the TreasurerThe Treasurer shall bill, collect, and receive all monies dueThe Treasurer shall maintain an accurate dues roll of all individual members.The President wants to create a "Membership Coordinator" position, and have that person recieve and process all membership applications and dues. It was pointed out that our bylaws clearly state the Treasurer has to do this, and the response was that the board can simply create a policy that allows the Membership Coordinator to handle memberships and money instead.Is this legal? Can a Board create policies to override any bylaws they don't happen to like, or do bylaws always "trump" policies?If the bylaws say that the Treasurer handles the money then the Treasurer handles the money. I don't know how the bylaws could be any clearer on that point. Ask the President to show you a citation of where it says the bylaws can be ignored by adopting a policy. Betcha he won't be able to find any citation. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 4, 2011 at 05:43 AM Report Share Posted January 4, 2011 at 05:43 AM Our organization's bylaws clearly state that memberships (applications, the membership dues, etc) must be handled by the Treasurer. These are from a couple different parts of the bylaws, but they state:All applications for membership shall be submitted through the TreasurerThe Treasurer shall bill, collect, and receive all monies dueThe Treasurer shall maintain an accurate dues roll of all individual members.The President wants to create a "Membership Coordinator" position, and have that person recieve and process all membership applications and dues. It was pointed out that our bylaws clearly state the Treasurer has to do this, and the response was that the board can simply create a policy that allows the Membership Coordinator to handle memberships and money instead.Is this legal? Can a Board create policies to override any bylaws they don't happen to like, or do bylaws always "trump" policies?All we can tell you is the obvious: There is nothing in Robert's Rules of Order which implies that a board can ignore the bylaws.But you knew that.On the other hand, if your board does violate your bylaws, and move "That we give Task T to Person P," nothing bad happens. Nothing will be made invalid, even though it conflicts with your bylaws, even though it is null and void, or will be, once a proper Point of Order is raised -- when and if a board member gets his gumption up to speak up.So, your recourse, if you want to call it that, is to have the general membership suspend or expel those board members who flout the bylaws. Get them out of office, and replace them with board members of integrity and respect. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 4, 2011 at 06:18 AM Report Share Posted January 4, 2011 at 06:18 AM On the other hand, if your board does violate your bylaws, and move "That we give Task T to Person P," nothing bad happens. Nothing will be made invalid, even though it conflicts with your bylaws, even though it is null and void, or will be, once a proper Point of Order is raised -- when and if a board member gets his gumption up to speak up.Why not? Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 4, 2011 at 06:27 AM Report Share Posted January 4, 2011 at 06:27 AM Why not?No effect. Despite the continuing breach. A continuing breach without side effects.• A substitute treasurer who makes deposits, despite a rule authorizing only the official Treasurer makes deposits, will invalidate nothing.• A substitute treasurer who hands out membership forms, and who collects membership forms, is doing something which won't affect the validity of the membership collected so. The new member will still be a new member, even if the "wrong" person is collecting the dues and depositing dues monies. Link to comment Share on other sites More sharing options...
Guest Kadi Posted January 6, 2011 at 05:21 PM Report Share Posted January 6, 2011 at 05:21 PM So this motion was pushed through. It was pointed out by both a board member and the membership (myself and others) that this is being done illegally, in direct violation of the bylaws, but the majority of the BOD still voted "yes" on it. The President refuses to admit this is illegal, and has even claimed they spoke to a "practicing attorney in the State of Washington" who has confirmed their interpretation of the bylaws.So what is the next step? Kim mentioned removing the board members, but I don't believe that is actually possible given our bylaws. 10. Any elected Officer may be removed from office for failure to perform the functions of office but only by a vote of two/thirds of the remaining Board members. Not withstanding the foregoing, any elected officer shall automatically be removed from office if he/she shall fail to attend three of six Board meetings or three (3) consecutive Board meetings.Is there any other way to force the board to honor the bylaws? I already suggested they simply present a bylaw change to the membership to vote on, that would make this position legal. I'm not against the position; I think it's a good idea. I'm against the board violating the bylaws since if they do it once and get away with it, what's to stop them from doing it again, on something much "bigger". The response I received was "a bylaw change is a good idea, I'll take that idea to the board and we will just operate 'illegally' until we can make the amendment." Link to comment Share on other sites More sharing options...
Weldon Merritt Posted January 6, 2011 at 06:59 PM Report Share Posted January 6, 2011 at 06:59 PM Is there any other way to force the board to honor the bylaws? Short of litigation, probably not if you don't think you can muster the votes to remove them. But you might suggest to the "practicing attorney in the state of Washington" that he consult with a practicing parliamentarian in the state of Washington. And of course, since none of us on this forum have seen the bylaws in their entirety (nor wish to) we cannot entirely discount the possibility that there is some other provision of the bylaws that would make the action valid. Link to comment Share on other sites More sharing options...
Guest Kadi Posted January 9, 2011 at 08:53 PM Report Share Posted January 9, 2011 at 08:53 PM And of course, since none of us on this forum have seen the bylaws in their entirety (nor wish to) we cannot entirely discount the possibility that there is some other provision of the bylaws that would make the action valid.There is a section of the bylaws that allows the BOD to appoint people to committees and other positions as needed.9. The Board shall have the authority to appoint assistants and committee. Appointments and committees may be removed by a majority vote of the Board.Can the Board use this to appoint someone to a position that violates another portion of the bylaws (the Treasurer portion). Or can this only be used to appoint people to positions that are in line with the other areas of the bylaws? This is one of the arguments the Board is using, that this portion of the bylaws gives them the power to appoint anyone to any position they want to create. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 9, 2011 at 08:57 PM Report Share Posted January 9, 2011 at 08:57 PM Can the Board use this to appoint someone to a position that violates another portion of the bylaws (the Treasurer portion). Or can this only be used to appoint people to positions that are in line with the other areas of the bylaws?The latter. Link to comment Share on other sites More sharing options...
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