J H Smith Posted April 17, 2011 at 11:35 PM Report Share Posted April 17, 2011 at 11:35 PM We presently have bylaws that state officers and Board of Directors. The president in waiting and other members of the Board of Directors are attempting to change the title of Board of Directors to Executive Board. What is the difference of responsibility and authority?The articles of Incorporation and our State requirement of filing an Annual Report read Board of Directors not Executive Board.Please comment. Link to comment Share on other sites More sharing options...
Chris Harrison Posted April 17, 2011 at 11:39 PM Report Share Posted April 17, 2011 at 11:39 PM We presently have bylaws that state officers and Board of Directors. The president in waiting and other members of the Board of Directors are attempting to change the title of Board of Directors to Executive Board. What is the difference of responsibility and authority?The articles of Incorporation and our State requirement of filing an Annual Report read Board of Directors not Executive Board.Please comment.The difference is whatever you all say the difference is. However, be careful in changing the title of the Board since two superior sources of rules use a specific title for the Board. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 18, 2011 at 12:57 AM Report Share Posted April 18, 2011 at 12:57 AM We presently have bylaws that state officers and Board of Directors. The president in waiting and other members of the Board of Directors are attempting to change the title of Board of Directors to Executive Board. What is the difference of responsibility and authority?The articles of Incorporation and our State requirement of filing an Annual Report read Board of Directors not Executive Board.Please comment.There is no difference implied by a mere name change (which would have to be done by a bylaws amendment). But since the articles of incorporation supersede the bylaws, even if these folks manage to amend the bylaws, they will have accomplished nothing.Make sure they realize that even if they do figure out how, just changing the name will not give them any additional powers, which may convince them to give up this cockeyed notion. Link to comment Share on other sites More sharing options...
J H Smith Posted April 18, 2011 at 01:12 AM Author Report Share Posted April 18, 2011 at 01:12 AM There is no difference implied by a mere name change (which would have to be done by a bylaws amendment). But since the articles of incorporation supersede the bylaws, even if these folks manage to amend the bylaws, they will have accomplished nothing.Make sure they realize that even if they do figure out how, just changing the name will not give them any additional powers, which may convince them to give up this cockeyed notion.Thank you Gary. You are extremely Knowlegeable. Would you be familiar with the process of making a change to the superior document Articles of Incorporation. Does it typically involve a leagal person, an Attorney in the specialty of Incorporation to oversee the process? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 18, 2011 at 01:15 AM Report Share Posted April 18, 2011 at 01:15 AM Thank you Gary. You are extremely Knowlegeable. Would you be familiar with the process of making a change to the superior document Articles of Incorporation. Does it typically involve a leagal person, an Attorney in the specialty of Incorporation to oversee the process?Yes, I would think if you're going to mess with corporate charters and the like, you had better be prepared to hire an attorney. And if I were on the board, I'd be asking what benefit we were expected to get from this apparently pointless endeavor. How much of the organization's money are they prepared to spend because they like the sound of one word better than another? Link to comment Share on other sites More sharing options...
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