Articles of Incorporation trump bylaws

The Holley-Navarre Water System members’ attempt at the Oct. 27 board meeting to enhance the proxy system for voting was shot down by its attorney Michael Tidwell at a subsequent Nov. 17 water board meeting.

Tidwell cited several reasons, including that the board meeting was being held expressly for the purpose of discussing golf course business and not water system business. The main reason was because the Articles of Incorporation state it takes a majority of the membership to change the bylaws and the Articles of Incorporation trump the bylaws. “I’m confident that vote was invalid. It was not the time, place or method to amend the bylaws,” Tidwell said.

However, Tidwell followed up, clarifying that if the board wanted to address the use of proxy voting, there was a mechanism to do that. “I think the board has leeway to adopt policy that the board thinks is reasonable.”

Read the full article in the Nov. 26 issue of Navarre Press. Click HERE to subscribe for as little as $38 per year.

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