Directors vs Officers

[Guest Alison]

The Officers are responsible for the day-to-day operation of the organization. What are the responsibilities of the Directors? Who votes on changing the location of the venue? Who votes on changing the by-laws in the Constitution? The location of the venue is not part of the constitution.

[David A Foulkes]

Such details should be found in your bylaws, or other governing documents. RONR does provide a list of typical duties and responsibilities for several of the standard officers (pres., vp., sec., treas., etc) but also says, as far as "Directors": "perform such duties as the bylaws may require", so it's really up to your organization to define those.

As for changing venue, by which I assume you mean the location of meetings, that also should be in the bylaws, giving some person or group the authority to change it from the usual. If you "always" meet at the Lodge, and if your bylaws even state that as the location, any change to that would need to be properly noticed as well as authorized in some rule of the organization. Thus, you can't be moving your meetings around so that some members can't find you.

The procedure for amending the bylaws should also be in the bylaws with several details, in particular what notice is required for any proposed amendments and what the voting threshold is for adoption. If there's nothing in there on this, they can be amended "at any business meeting by a two-thirds vote, provided that previous notice has been given; or, without notice, they can be amended at any regular meeting by vote of a majority of the entire membership." (see p. 562, RONR 10th Ed.)

[hmtcastle]

The Officers are responsible for the day-to-day operation of the organization. What are the responsibilities of the Directors?

Typically, the directors are the members of the board (of directors). They often have no individual role but act as part of the board. So check your bylaws to see what authority your board has.

Sometimes the officers (e.g. president, vice-president, secretary, treasurer) are also members of the board. That is, sometimes they're also directors. Sometimes they're not.

And, just to confuse matters, RONR suggests that directors be classified as officers.

It's all a questions of who's wearing what hats. And some members wear more than one.

[Guest Alison]

Thank-you for your assistance.

Our by-laws are very general and say "the affairs and business shall be managed or supervised by its Board of Directors.'

The Board meetings will remain the same location. We provide local sports activities and we are considering moving to the next largest town to better serve a larger number of children. To complicate the issue our organization name includes the small town's name. We are not moving far and the small town will still have access to these better facilities. But in this case some like it 'in my backyard'.

Would both Directors and officers vote on such a decision? Is this a by-law issue?

[hmtcastle]

Would both Directors and officers vote on such a decision? Is this a by-law issue?

The officers, as a group, don't vote on anything unless you have a specifically designated body called "the officers" (or, more typically, the "executive committee").

The board doesn't vote on amending your bylaws unless your bylaws (unwisely) give the board the specific authority to do so. In my opinion, the authority to "manage the affairs and business" doesn't count, but that's up to your organization to determine.