By Laws and Constitution

[zanacakes]

Our church has a Constitution.  The Board of Trustees have Trustee By-Laws.  Too often when the Trustees ask for clarification, the Pastor and Trustee Chair claim the Constitution supersedes the By Laws.  The Purpose statement at the beginning of the Board of Trustee's By-Laws states:  The purpose of these by-laws shall be to provide the necessary rules and regulations to ensure the proper and efficient operation of the Board.  

 

As I previously posted a few months ago, the Trustee Chair claims he has authority to suspend standing committees based on this statement listed in the Constitution:  Each Department Chairperson shall have the power to appoint committees including standing committees, to fufill the mission and purpose of his/her department.  He/she also shall appoint the chairpersons of such committees.  The Trustees disagree and believe although the Trustee Chair can appoint, he doesn't have authority to suspend standing committees.  The Trustees want all the suspended standing committees to be reinstated.  The Chair has refused to reinstate all the standing committees because the Human Resources Committee states it will assist the Pastor with creating hiring benchmarks, annual performance reviews and other duties the Pastor has not consulted with the board about new or existing staff.  The By-Laws state: The following committees shall be standing and management committees of the Board. 

[Edgar Guest]

Typically, the board is an instrument of, and subordinate to, the general membership.

 

Typically, the constitution supersedes (is superior to) the bylaws but both are governing documents of the organization (i.e. the board doesn't have its own bylaws). Perhaps a better name for your board's "bylaws" would be "policies"?

 

See also Official Interpretations 2006-12 and 2006-13

 

Edited to add: Note that RONR recommends having a single document (called either The Bylaws or The Constitution and Bylaws) in order to eliminate the possibility of conflicts when there are two governing documents.

[Timothy]

The trustees may have a compelling argument. Clearly, the departmental chairmen have the authority to appoint committees and that would normally mean that they have the authority to get rid of them. The question I would have is, is your board of trustees a "department"? Part of the reason I ask is because I've never seen boards and committees that were considered departments. Frequently, I've seen departments with a department director who reported to a board or a committee, which made recommendations to the church or association, usually based on what the director thought the department should be doing.