Guest Lillette Posted September 19, 2013 at 05:45 PM Report Share Posted September 19, 2013 at 05:45 PM The Executive Committee is responsible for "control of funds and management of all financial matters." Organization has a paid Executive Director. Can the President, who is an elected volunteer, contact an attorney and/or parliamentarian on her own without authorization from the Executive Committee and incur expenses for the organization? So far these expenses total several thousand dollars and were not budgeted for. Link to comment Share on other sites More sharing options...
jstackpo Posted September 19, 2013 at 05:51 PM Report Share Posted September 19, 2013 at 05:51 PM Without your bylaws in hand, I can't be definitive, but it sure sounds as though your president has overstepped his authority. In general, an officer has only those powers granted to him/her in the bylaws. What to do about it will be up to the Executive Committee. Link to comment Share on other sites More sharing options...
Chris Harrison Posted September 19, 2013 at 05:51 PM Report Share Posted September 19, 2013 at 05:51 PM The President only has the authority that the bylaws give him. Link to comment Share on other sites More sharing options...
Guest Lillette Posted September 19, 2013 at 10:46 PM Report Share Posted September 19, 2013 at 10:46 PM Would it be in order to make a motion at the Board of Directors Meeting that "No Executive Committee member, including the president, may incur expenses in the name of the organization without the prior written approval of the Executive Director?" Link to comment Share on other sites More sharing options...
jstackpo Posted September 19, 2013 at 10:49 PM Report Share Posted September 19, 2013 at 10:49 PM Sure, but that sounds like you are closing the barn door just a tad too late. If you were in a forgiving mood, you could pass a motion OKing the expenses, post facto. Link to comment Share on other sites More sharing options...
Bruce Lages Posted September 20, 2013 at 02:59 AM Report Share Posted September 20, 2013 at 02:59 AM If your bylaws state that the executive committee is responsible for "control of funds and management of all financial matters", such a motion may not be in order if the executive director reports to the board: "As a general principle, a board cannot delegate its authority - that is, it cannot empower a subordinate group to act independently in its name -except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted..." (RONR, 11th ed. p.484, l.30 - p.485, l.1). This restriction would not apply, however, if your paid executive director is a member of the board. Link to comment Share on other sites More sharing options...
Guest Lillette Posted September 20, 2013 at 03:35 AM Report Share Posted September 20, 2013 at 03:35 AM Then would requiring the prior approval of the Executive Committee work instead? Link to comment Share on other sites More sharing options...
Josh Martin Posted September 20, 2013 at 03:47 AM Report Share Posted September 20, 2013 at 03:47 AM This restriction would not apply, however, if your paid executive director is a member of the board. I don't see how that would change anything. Delegating authority to an individual member of the board is still delegating authority. Then would requiring the prior approval of the Executive Committee work instead? Certainly - although, based on the facts provided, it seems to me that this is already what is required. Link to comment Share on other sites More sharing options...
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