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CHAIRMAN OF THE BOARD


bernard

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Our chairman of the board is elected by the board of directors. Our By-Laws state: The chairman of the board shall generally oversee the affairs of the association. The chairman has repeatedly made independent decisions regarding expenduatures, some large without board knowledge. Hehas also chastized the board of directors, to the general membership, over decesions made by the board. Can we as a board vote to take away all power including the authority to communicate with the general membership unless the board approves his actions?

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Our chairman of the board is elected by the board of directors. Our By-Laws state: The chairman of the board shall generally oversee the affairs of the association. The chairman has repeatedly made independent decisions regarding expenduatures, some large without board knowledge. Hehas also chastized the board of directors, to the general membership, over decesions made by the board. Can we as a board vote to take away all power including the authority to communicate with the general membership unless the board approves his actions?

The only way that he can have his power validly stripped away is to remove him from office, elect someone else, or amend the bylaws.

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The only way that he can have his power validly stripped away is to remove him from office, elect someone else, or amend the bylaws.

A correct answer to the posed question, but the actions of this president would seem to exceed his authority as I suspect is provided by the bylaws (otherwise I doubt Bernard would be asking). Perhaps a reading of FAQ 20 might be helpful.

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Our chairman of the board is elected by the board of directors. Our By-Laws state: The chairman of the board shall generally oversee the affairs of the association. The chairman has repeatedly made independent decisions regarding expenduatures, some large without board knowledge. Hehas also chastized the board of directors, to the general membership, over decesions made by the board. Can we as a board vote to take away all power including the authority to communicate with the general membership unless the board approves his actions?

1. When is his term (as Board Chairman) up?

2. If this guy makes so many folks unhappy, why did you elect him as the Chairman?

3. Have you considered removing him as Chairman?

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My advise is two-fold:

1) Amend the By-laws to limit the Chairman's powers. The By-law could contain something like: "Except issues specifically under the control of another officer or director as dictated by the By-laws or Board resolution, the Chairman shall ensure that all decisions made by the Board are carried out."

2) If the Chairman does not agree with amending the By-laws, then the Chairman should be removed.

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My advise is two-fold:

1) Amend the By-laws to limit the Chairman's powers. The By-law could contain something like: "Except issues specifically under the control of another officer or director as dictated by the By-laws or Board resolution, the Chairman shall ensure that all decisions made by the Board are carried out."

2) If the Chairman does not agree with amending the By-laws, then the Chairman should be removed.

Before doing that, I suggest that the folks in this organization determine (we can't do it) whether the main prblem is the general power given to the Chairman OR whether it is that this Chairman is behaving improperly. Also, it could be both. I would not overreact, change the bylaws just to deal with what might be an individual problem/issue.

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