Guest christine rodriguez Posted November 16, 2010 at 03:41 PM Report Share Posted November 16, 2010 at 03:41 PM Our by-laws it states that our club is run by a "Board of Directors". It does not state which officers constitute "The Board of Directors". The Officers of the Club are President, Vice President, Secretary, Tresurer and (at least four but not more than seven) Directors. Since we don't have any contrary specifics in our by-laws, shouldn't "The Board of Directors" contain all the above mentioned officers? Link to comment Share on other sites More sharing options...
jstackpo Posted November 16, 2010 at 03:53 PM Report Share Posted November 16, 2010 at 03:53 PM Can't really say. Calling someone an "officer" doesn't make him/her a member of a Board. Is there a section in your bylaws which describes the powers, duties, responsibilities, meeting schedule perhaps, &c. of your "Board of Directors"If not, then it seems your bylaws are just incomplete, or you really have no "Board". Link to comment Share on other sites More sharing options...
Guest Christine Rodriguez Posted November 16, 2010 at 04:05 PM Report Share Posted November 16, 2010 at 04:05 PM Our by-laws do contain the reponsiblities of all the officers and meeting schedules for both board meetings and membership meetings, but as stated there is no specific decription as to what constitues a board member. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted November 16, 2010 at 04:17 PM Report Share Posted November 16, 2010 at 04:17 PM Our by-laws it states that our club is run by a "Board of Directors". It does not state which officers constitute "The Board of Directors". The Officers of the Club are President, Vice President, Secretary, Treasurer and (at least four but not more than seven) Directors. Since we don't have any contrary specifics in our by-laws, shouldn't "The Board of Directors" contain all the above mentioned officers?No.You won't find any such default provision in RONR.A board does not exist, except as it is defined in your own document(s) of governance.Thus your bylaws must draw the distinction(s): • How does one get onto the board? • Who elects the directors?• Are officers elected by the gen. mem. or by the directors?• What are the terms of office for the directors? • Are the terms of office for directors staggered or uniform?I suppose, if your organization chooses to, it can interpret your lacuna-ridden bylaws to assume that officers are to be 4 of the 'four to seven' sitting directors.But don't look to Robert's Rules to confirm or deny any given spin on something so customized as one's executive board, for there is no default structure, no default members, no default powers. in The Book.* * *la • cu • na (Latin: ditch, pit, hole, gap, deficiency)1. a gap or missing part, as in a manuscript, series, or logical argument; hiatus.2. Anatomy. one of the numerous minute cavities in the substance of bone, supposed to contain nucleate cells.3. Botany. an air space in the cellular tissue of plants. Link to comment Share on other sites More sharing options...
Guest christine rodriguez Posted November 16, 2010 at 05:05 PM Report Share Posted November 16, 2010 at 05:05 PM Our by-laws should be revised to state specificly who consitutes our "Board of Directors" Our organization was founded in 1935, and sometime in the past it was simply (and I've always thounght incorrectly) assumed that the "Board of Directors" meant only the Directors, but that is as incorrect as assuming that all officers should be included on the Board. Link to comment Share on other sites More sharing options...
hmtcastle Posted November 16, 2010 at 05:09 PM Report Share Posted November 16, 2010 at 05:09 PM Our by-laws should be revised to state specificly who consitutes our "Board of Directors" Our organization was founded in 1935, and sometime in the past it was simply (and I've always thounght incorrectly) assumed that the "Board of Directors" meant only the Directors, but that is as incorrect as assuming that all officers should be included on the Board.Actually, "Board of Directors" does mean only the Directors. If you're on the board of directors, you're a director. Even if you also happen to hold another office. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 16, 2010 at 05:21 PM Report Share Posted November 16, 2010 at 05:21 PM Our by-laws should be revised to state specificly who consitutes our "Board of Directors"...Absolutely. See RONR(10th ed.), p. 465, l. 26-30. Link to comment Share on other sites More sharing options...
Guest christine rodriguez Posted November 16, 2010 at 05:25 PM Report Share Posted November 16, 2010 at 05:25 PM Our by-laws state that our officers are President, Vice President, Secretary, Treasurer and (4 but not more than 7) Directors, but it does not specificly state who should be inlcluded on the "Board of Directors". Would that, by virture of the ommision, mean the Directors are the only members of our "Board of Directors". That a Director is automacticlly part of the "Board of Directors" and the other officers are not. Link to comment Share on other sites More sharing options...
hmtcastle Posted November 16, 2010 at 05:29 PM Report Share Posted November 16, 2010 at 05:29 PM Our by-laws state that our officers are President, Vice President, Secretary, Treasurer and (4 but not more than 7) Directors, but it does not specificly state who should be inlcluded on the "Board of Directors". Would that, by virture of the ommision, mean the Directors are the only members of our "Board of Directors". That a Director is automacticlly part of the "Board of Directors" and the other officers are not.Your bylaws can only be properly interpreted in their entirety, something that's beyond the scope of this forum.But your president, vice-president, secretary, and treasurer aren't members of the board unless your bylaws say they are.And note, too, that your bylaws appear to classify your directors as officers (which is what RONR recommends). Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 16, 2010 at 05:54 PM Report Share Posted November 16, 2010 at 05:54 PM But your president, vice-president, secretary, and treasurer aren't members of the board unless your bylaws say they are.... and neither is anyone else. Link to comment Share on other sites More sharing options...
hmtcastle Posted November 16, 2010 at 05:56 PM Report Share Posted November 16, 2010 at 05:56 PM ... and neither is anyone else.The bylaws appear to call for four to seven board members. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 16, 2010 at 06:10 PM Report Share Posted November 16, 2010 at 06:10 PM The bylaws appear to call for four to seven board members.As you indicated, that's for the organization to decide, after a careful examination of its bylaws. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.