PatsyH (Tennessee)
Posts: 2
Posts: 2
Posted:
Our board of directors has been trying to amend our by-laws. They can not get enough votes to pass it.
Now,the board of directors states that the "general corporations law for not-for-profit now allows the board of directors to amend or repeal the corporation's by-laws unless the Charter or certain chapter of the Code reserved this power exclusively to members, in whole or in part,or the members in amending or repealing a particular by-law expressly provide that the board of directors may not amend or repeal the bylaws" They state that our association does not fall under any of the prohibitive categories. Based on this interpretation, the board has the authority to change the by-laws under statute, which effectively supersedes Article VI.
In our bylaws under Article VI states,"These by-laws may be amended at any regular or special meeting of the association by a two thirds vote of the total number of Member(not lots), provided notice of the amendment was given to all members at least 15 day in advance, and only if an amendment
of the by-laws is placed on the agenda of that meeting by a petition signed by 10% of the members entitled to vote or by a majority of the board.
When I asked exactly what section of the law states that, the reply was read the Tennessee Corporations Act.
The document is 39 pages and very difficult to interpret.They have given the membership 21 days for feedback.
I would like advice on how to proceed,with this situation.
PatsyH
Now,the board of directors states that the "general corporations law for not-for-profit now allows the board of directors to amend or repeal the corporation's by-laws unless the Charter or certain chapter of the Code reserved this power exclusively to members, in whole or in part,or the members in amending or repealing a particular by-law expressly provide that the board of directors may not amend or repeal the bylaws" They state that our association does not fall under any of the prohibitive categories. Based on this interpretation, the board has the authority to change the by-laws under statute, which effectively supersedes Article VI.
In our bylaws under Article VI states,"These by-laws may be amended at any regular or special meeting of the association by a two thirds vote of the total number of Member(not lots), provided notice of the amendment was given to all members at least 15 day in advance, and only if an amendment
of the by-laws is placed on the agenda of that meeting by a petition signed by 10% of the members entitled to vote or by a majority of the board.
When I asked exactly what section of the law states that, the reply was read the Tennessee Corporations Act.
The document is 39 pages and very difficult to interpret.They have given the membership 21 days for feedback.
I would like advice on how to proceed,with this situation.
PatsyH