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"Board of Directors"


Guest christine rodriguez

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Guest christine rodriguez

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?

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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".

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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.

B)

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Guest christine rodriguez

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.

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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.

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Guest christine rodriguez

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.

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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).

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