Our By-Laws are being questioned by Board members regarding our Executive Committee. I have included the verbiage for assistance with an answer. I believe the Executive Committee can function on its own between meetings. Other members believe the Executive Committee can not make any decisions without Board approval because our By-Laws specifically refer to the EC as a Committee even though the verbiage directly indicates the EC manages the details of the Association during the interim of meetings and spells out how to handle disputes, with the BOD involvement when residents do not agree with EC decision. Please advise. Thank you for your consideration of this matter.
Our By-Laws read:
SECTION 2 BOARD OF DIRECTORS MEETINGS
A. The Board of Directors shall meet as often as deemed necessary to transact the business of ECWPA but shall in all cases meet at least six (6) times per year and shall be subject to the provisions of Paragraph six (6) of the CHARTER.
B. The management of the details of the business of the Association, during the interim of the meetings of the Board shall be committed to the Executive Committee. The Executive Committee is also to function as the Law-and-Order Committee.
C. Special meetings of the Board of Directors must be called by the President upon written request of five (5) members of said board within two (2) weeks of such request.
SECTION 8 COMMITTEES
All Standing Committees shall be appointed by the Board of Directors annually after the election of officers. The Chairperson of each committee shall be appointed from the membership of the Board of Directors. Any stockholder is eligible to serve as a member of these committees.
A. EXECUTIVE COMMITTEE
1. Shall be made up of the Officers of the Board of Directors.
2. Shall manage the business of the ECWPA during the interim of the meetings of the Board.
3. Shall be their duty to determine the character of the building plans or alterations of such cottages located on leased lots and other such matters as may arise in connection with the leasing of lots.
B. LAW AND ORDER COMMITTEE
1. Shall be the Executive Committee.
2. Shall be responsible to arbitrate all differences which may arise between lease holders. An appeal of the decision of the committee may be presented in writing to the Board of Directors and the decision of the Board will be final.
3 Shall enforce and interpret the rules of ECWPA as necessary.