Jordan & Thomas, 

My understanding of the SMM is that the SMM has, in certain areas, the ultimate right to direct Board action.  These areas are dictated by California law and cannot be limited via the Bylaws.  As a result, once the member makes a determination, while it may invite the Board to express a view, the member's determination is final unless the member changes its mind. Further, particularly in the exercise of statutory rights, there is nothing in the CCWG work to date that suggests that the SMM vote would be subject to Board ratification, and on certain enumerated powers, Board ratification would be legally irrelevant in all events.  It is not clear to me what decisions are being referred to that would “still be made by the Board.”