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Board of Directors selection


Guest BobM

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In a local chapter of a larger organization, there are, in addition to the board officers, a large number of advisors, directors or any other term used for additional board members.  Would it be advisable to use the system of presidential appointment and being accepted by the assembled group rather than elect them as a group after questioning each individual as to whether they are willing to serve?

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I have the same question as Joshua Katz and would add that if these other people are in the nature of a board of directors, it is customary (but not a requirement) that they are elected by the membership. Your rules might provide otherwise and can be changed, by amending your bylaws, to provide for whatever method of selection your organization desires.

Edited to add:  It is not unusual for some members of the board to be elected and some, such as committee chairmen, to be appointed to their positions and to serve on the board by virtue of those positions.

Edited by Richard Brown
Added last paragraph
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10 minutes ago, Guest BobM said:

The only sentence in the by-laws regarding this topic reads  In addition there may be such other officers, as the local chapter shall determine to be necessary to carry out the purposes of the local chapter.

No, it's apparently not the only sentence regarding this topic. Something must precede the sentence you quoted which spells out what officers your chapter is to have. 

By the way, are you quoting from the bylaws of your chapter or the bylaws of your chapter's parent organization?

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Let me copy and paste the entire paragraph: 

The officers of the Executive Committee of the local chapter shall consist of a minimum of a Chapter President, a Secretary, and a Treasurer. The same person may hold any two offices, except the offices of Chapter President and Chapter Treasurer. In addition there may be such other officers, as the local chapter shall determine to be necessary to carry out the purposes of the local chapter. Each term of such officers may be for a period of up to two (2) years.  Every chapter shall hold an annual membership meeting.

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Yukh. 

14 hours ago, Guest BobM said:

or any other term used for additional board members

Guest BobM, we are all over the place.  Partly that is, I think, because your Initial Post (abbreviate IP, if I ever again get the chance) suggested that these advisors, mentors, panjandrumi, and dancing girls, are members of the board of directors; but nothing else explicitly stated -- particularly the paragraph you quoted (in your post that began "Let me copy and paste the entire paragraph:  ") that all these folks are actually members of the board.  I think its signal that the third quoted sentence (beginning "In addition there may be ") can be interpreted either way -- that they are members of the board, or that they are not.

Either way, it seems to me that we have not addressed your initial question ("Would it be advisable").  Mr Brown hazarded a plaintive stab in his first reply.  But I think it falls short, because it basically means, "whatever works for you," which does not answer your question, which is, "may I have some advice as to what would work best for us?"

(Boy, I'm glad I didn't try to answer it.  I'd be so embarrassed.  I'd maybe wonder if maybe I would be better off as a college graduate.  But then I'd be even more embarrassed.)

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The paragraph that I copied and pasted are from the parent organization. The local chapter uses these in light of not having individuals who would step up to the plate and offer to write local by-laws. In any event, the local by-laws must be in agreement with the parent organization by-laws.  The more I think about this, I would just ask the president to appoint these directors and then ask for a motion from the members in attendance for a confirmation of that appointment. It would simplify things.

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1 hour ago, Guest BobM said:

The paragraph that I copied and pasted are from the parent organization. The local chapter uses these in light of not having individuals who would step up to the plate and offer to write local by-laws. In any event, the local by-laws must be in agreement with the parent organization by-laws.  The more I think about this, I would just ask the president to appoint these directors and then ask for a motion from the members in attendance for a confirmation of that appointment. It would simplify things.

If your local chapter has no bylaws, what is there that establishes its existence?

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On 10/16/2017 at 1:32 PM, Guest BobM said:

The only sentence in the by-laws regarding this topic reads  In addition there may be such other officers, as the local chapter shall determine to be necessary to carry out the purposes of the local chapter.

That sounded like language that would be in the bylaws of the parent organization, authorizing the local chapter to create additional offices by the process of including them in its local bylaws.  If it has never done so, then I'm wondering along with Mr. Honemann how it is that we can say the local chapter actually exists. 

If there is some reason for us to say that it does, then I would say that it has only such officers as the parent organization mandates that it must have, and no additional offices or officers, until such time as it creates local bylaws.

Edited by Gary Novosielski
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