SimonK (South Carolina)
Posts: 1
Posts: 1
Posted:
The situation is that our board want to amend the bylaws for the term (currently 1 year) to 2 years, and the number of directors (currently 3 to 5) to 3 to 7. The intend doing this without having a member vote.
Our bylaws state "These by-laws may be added to, amended, or repealed by the majority affirmative vote of the members present in person or by proxy at any regular meeting of members or at any special meeting, provided notice has been given as hereafter provided. Subject to the foregoing right of members to adopt, amend, or repeal by-laws, the board of directors shall have the power to adopt, amend, or repeals the by-laws, by an affirmative vote of seventy five (75%) percent of all directors then holding office, provided that notice has been given as herinafter provided."
Does this mean that the amendments can only be made by the members, or can the directors make the changes themselves?
I don't understand the phrase "Subject to the foregoing right of members...."
We are based in SC and there is no HOA law, only a non-profit corporation law.
Our bylaws state "These by-laws may be added to, amended, or repealed by the majority affirmative vote of the members present in person or by proxy at any regular meeting of members or at any special meeting, provided notice has been given as hereafter provided. Subject to the foregoing right of members to adopt, amend, or repeal by-laws, the board of directors shall have the power to adopt, amend, or repeals the by-laws, by an affirmative vote of seventy five (75%) percent of all directors then holding office, provided that notice has been given as herinafter provided."
Does this mean that the amendments can only be made by the members, or can the directors make the changes themselves?
I don't understand the phrase "Subject to the foregoing right of members...."
We are based in SC and there is no HOA law, only a non-profit corporation law.