Committees and the Power of Society Members

What is the issue? A question reasonably frequently asked of me is whether a general meeting of members can over-rule decisions of a society’s executive committee or direct the committee to do something.  Such questions are not capable of a definite answer, and before trying to respond to them I always look at the society’s constitution which may or may not provide an answer (as the relationship between the executive and a general meeting may be prescribed in the constitution). General principles There are some relevant general legal principles, covered in my Law of Societies text (footnotes are omitted, but case references are inserted): 6.2.3      General meetings of a society and its executive The relationship between the members in general meeting and the executive needs to be clearly understood, as some members of an executive act as if they are laws unto themselves. This can, unfortunately, become part of the culture of a society, but should not, as the executive must always be subservient and accountable to the membership at large through general meetings of members. This point is illustrated by [a] decision involving companies [Re South British Insurance Co Ltd (1980) 1 BCR 286 at 288] — with the quotation adapted to societies: An annual meeting of the [members of a society] is an important event. Not only is there a statutory obligation on the [society] to call such a meeting, it contracts with its [members] by its [rules] that it will do so. It is the one occasion in the year when the [members] have a right to meet the [executive] and to question them on the...