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Chairman Appointing a director


DonW

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Our bylaws state the following:

BOARD OF DIRECTORS:

The Board of Directors shall be composed of

three prominent members of the community who are interested

in the purpose of the organization and in the continuance of

the corporation, who shall be invited to serve and shall be

called upon to advise and / or assist the organization in

the event of conflict or problems.

OFFICERS:

The officers shall consist of a Chairman

and Co-Chairman , and Treasure. Each of whom must be

appointed by a review process by the board of advisers. The

principal function of the Chairman is to establish policy

that is in the best interest o£ the animals, execute

documents requiring the signature o£ an officer and, present

our organization to the community in the most favorable way possible to

attract new members and benefactors.

There is no Parliamentary Authority mentioned in the bylaws.

There is an amendment listed on the State Corporate records reflecting five(5) directors, in spite of these bylaws.

Can the Chairman on his own simply appoint a new director and then appoint them as the Treasurer?

Thanks.

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The principal function of the Chairman is to establish policy

that is in the best interest o£ the animals, execute

documents requiring the signature o£ an officer and, present

our organization to the community in the most favorable way possible to

attract new members and benefactors.

This is my favorite sentence of the post. One would have assumed the principal function of the chairman would be to chair. Next we'll learn that the principal function of the "Treasure" is to furnish and decorate the offices.

On a serious note, though, DonDon, I believe you're in need of a parliamentary authority, new bylaws, and, perhaps, a professional parliamentarian.

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