Jump to content
The Official RONR Q & A Forums

Who constitutes a Board of Directors


Guest mikewmurphy1948

Recommended Posts

Guest mikewmurphy1948

We are a small boat club, whose by-laws seem ambiguous about the structure of our Board of Directors. What is unclear is if our Commodore (who is an ex-officio member of all committees)is automatically a member of the Board, and whose appearance at Board meetings can create a quorum; or, is he not automatically a Board member, unless our by-laws specifically state he is. The question is identical to whether the president of an organization is also a member of that organizations board.

Link to comment
Share on other sites

We are a small boat club, whose by-laws seem ambiguous about the structure of our Board of Directors. What is unclear is if our Commodore (who is an ex-officio member of all committees)is automatically a member of the Board, and whose appearance at Board meetings can create a quorum; or, is he not automatically a Board member, unless our by-laws specifically state he is. The question is identical to whether the president of an organization is also a member of that organizations board.

Your Bylaws define who is a member of the Board of Directors. No one is automatically on it. A board is not a committee, so the fact that the Commodore is an ex-officio member of all committees has no bearing on the matter. If your Bylaws are ambiguous about the board's membership, it is up to your organization to interpret the Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. In the long run, you should amend the Bylaws for clarity.

Link to comment
Share on other sites

We are a small boat club, whose by-laws seem ambiguous about the structure of our Board of Directors.

How ambiguous?

What is your bylaws' definition of your board?

The question is identical to whether the president of an organization is also a member of that organizations board.

No.

Nothing in Robert's Rules of Order supports automatically putting anyone on any board.

If your own rules say so, then that is the case. But you cannot cite Robert's Rules of Order as giving any such instruction.

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...