The Board of Directors' actual powers

The Gang of Three is complaining loudly that the Board of Directors does not have the authority, under Texas law, to amend the bylaws. They're simply incorrect.

The law pertaining to nonprofit corporations in Texas is contained in chapter 9 of Vernon's Texas Civil Statutes. The State of Texas keeps a copy online. It makes for interesting reading.

The short form of all of this is that, unless the Society's Articles of Incorporation explcitly vest the management of the corporation in the members, the Board has almost unlimited power to run the Society. The Articles of Incorporation don't do anything resembling that.

Section B of Article 2.09 is especially interesting:

B. A corporation's board of directors may amend or repeal the corporation's by-laws, or adopt new by-laws, unless:
(1) the articles of incorporation or this Act reserves the power exclusively to the members in whole or in part;
(2) the management of the corporation is vested in its members; or
(3) the members in amending, repealing, or adopting a particular by-law expressly provide that the board of directors may not amend or repeal that by-law.

The exceptions do not apply, because none of them were done in the case of the Society.

The simple fact is that the Board has the power to do what it did at Ham-Com - recognize that the bylaws amendment was not properly adopted in January. Even if it was properly adopted according to the rules, however, and the Gang of Three were correct in their claim that the Board was amending the bylaws, the plain language of the law says they can do that. Don't take my word for it. Read it for yourself.

This does reveal one potential motive for the Gang of Three's desperate campaign: They could, upon gaining control of the Board, throw out the bylaws and install a set of their own liking. I still can't guess what their actual objective is, but electing their slate in August would give them carte blanche to make whatever changes they want, for good or ill.