Directors Duties

[Guest Lisa]

In our boards bylaws it states that the Board of Directors vote on everything and that Majority Votes shall rule.

But the Directors Duties state:

The director will DETERMINE the policies, fiscal matter, employment of staff, and personnel affairs; as well as represent our league at the main parenting organization with a common vote in teh most professional manner possible. The director will monitor all activities to insure personnel directives are being effectively handled. The director shall nominate replacements for any and all vacancies on the Board. The director will establish practice times and schedules for all football and Cheer. In summary, the director will assume full responsibilities for the guidance and direction of all affairs relating to the organization.

My question is what does DETERMINE mine. Does our votes count for anything as a board member?

[Kim Goldsworthy]

In our boards bylaws it states that

the Board of Directors vote on everything and that Majority Votes shall rule.

Right off the bat, this is garbled.

So let's not talk about garbled language, since no interpretation will be any better than any other interpretation.

But the Directors Duties state:

The director will DETERMINE the policies, fiscal matter, employment of staff, and personnel affairs; as well as represent our league at the main parenting organization with a common vote in the most professional manner possible. The director will monitor all activities to insure personnel directives are being effectively handled. The director shall nominate replacements for any and all vacancies on the Board. The director will establish practice times and schedules for all football and Cheer. In summary, the director will assume full responsibilities for the guidance and direction of all affairs relating to the organization.

My question is, what does DETERMINE mean?

I don't know.

It isn't a parliamentary term.

You (and I) will have to resort to a DICTIONARY to make heads or tails out of that verb.

Does our votes count for anything as a board member?

I don't know.

Q. Who is "our"?

Q. Are you (likewise) a director? a board member? both?

Something else altogether?

[Josh Martin]

But the Directors Duties state:

The director will DETERMINE the policies, fiscal matter, employment of staff, and personnel affairs; as well as represent our league at the main parenting organization with a common vote in teh most professional manner possible. The director will monitor all activities to insure personnel directives are being effectively handled. The director shall nominate replacements for any and all vacancies on the Board. The director will establish practice times and schedules for all football and Cheer. In summary, the director will assume full responsibilities for the guidance and direction of all affairs relating to the organization.

My question is what does DETERMINE mine. Does our votes count for anything as a board member?

It is up to the organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.

[hmtcastle]

Does our votes count for anything as a board member?

You might find Official Interpretation 2006-13 helpful.

Just as the general membership usually retains authority over the board even when the board is given "full power and authority", your board may very well retain authority over your director. Though I have to admit that your director's authority to fill vacancies on the board is a bit troubling.