We have 16 trustees in our not for profit organization. We have constitution and bylaws to govern our organization. 16 trustees are elected by the members of the organization. One of the articles of constitution clearly says "The affairs of the corporation shall be managed by its Board of Trustees". The board trustees each year elect an Executive committee which consist of a president, vice president, Secretary , joint secretary , Treasurer and a joint treasurer. In the beginning of the year the President with approval of the Board of Trustees appoint various committee chairs. All Chairpersons shall submit monthly reports and written quarterly reports to the Board through the President. Committees will maintain minutes of their meetings and submit the same to the Board through the President.
Our board meets once in a month. Committee chairs are supposed to submit their reports to the board through the president. Meanwhile Our Executive committee started a new monthly meeting under the title EC -CC meeting (Executive committee - Committee Chairs) before the board meeting. Executive committee meet Committee chairs and after that meeting the committee chairs are no more attending the board meetings. Executive committee is receiving their reports or requisitions and updates to the board only if they feel necessary. These EC -CC meetings cut the relationship between the chairs and trustees.
My question is whether is it not amount to depriving the board 's opportunity to hear from the chairs directly , contra to the article "The affairs of the corporation shall be managed by its Board of Trustees" the Executive committee is managing the affairs of the corporation?
Please comment. Thanks in advance.
I pasted here some of the excerptions from our Constitution and Bylaws:
ARTICLE IV BOARD OF TRUSTEES.
Section 1: General Powers: The affairs of the corporation shall be managed by its Board of Trustees.
ARTICLE V OFFICERS
Executive Committee: The Executive Committee shall consist of officers of the corporation as described in article V, sections 1 through 8. The committee shall provide a collective platform for communication, deliberation, and execution of responsibilities as assigned to the officers or any other matter assigned by the Board of Trustees from time to time. The President shall serve as Chairperson of the Committee.
ARTICLE VI COMMITTEES
The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation. This excludes the Executive Committee and the Nominating Committee which have automatic structure as outlined under Article V, Sections 9 and 10. The committees shall implement the proposals approved by the Board of Trustees. The Chairman of each committee shall report directly to the President of the corporation.
BYLAW 3: GENERAL RESPONSIBILITIES OF EACH COMMITTEE
All Chairpersons of the various committees shall submit their respective budgets to the Board through the President at least three months prior to the annual meeting of the corporation held in December each year.
All committees are required to maintain accurate records of their income and expenses and submit a written report every month to the Board through the President.
All Chairpersons shall submit monthly reports and written quarterly reports to the Board through the President. Committees will maintain minutes of their meetings and submit the same to the Board through the President. The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election.
The committee functions can be modified by the Board of Trustees, as needed.