Guest SecretaryJackson Posted July 4, 2012 at 03:57 PM Report Share Posted July 4, 2012 at 03:57 PM I have read that the executive officers have no powers accept those given to them by the bylaws. We have a strange situation:We are a not-for-profit that has always had the day to day activities of the organization ran by 2 volunteers. These 2 people happen to be our President & Treasurer. As, they try to move more into a volunteer role we have hired 2 employees. We have been working on an employee handbook, but it is not yet approved by the board. Last week one of our employees got mad and informed the treasurer she was taking this whole week off as vacation without pay to "do some serious thinking". She has already taken her 1 week paid vacation allowed in the first 6 months of employment. She left at that moment (15minutes into her shift). Our regular monthly meeting was 12 days away. Our bylaws only allow for a special meeting to be called with 7 day notice. By the time the whole board found out, it was going to be impossible to call this meeting prior to the employees return from "vacation". The officers of the board, including myself, decided to notify the employee that she is being placed on administrative leave without pay. According to what I have read we may not have this authority. We spoke to a lawyer who said if the 2 volunteers had the authority to hire her, then they have the authority to fire her. The problem is that these 2 volunteers made a decision to hire her under a different board, and that board did not provide this authority because they had been unable to get a quorum at their last several meetings. A whole new board has since been elected and we had not gotten as far as deciding who has these responsibilities.Any thoughts on whether we as officers are within our rights? Since the board can technically rescind our decision, is it ok that we acted and we can ask for forgiveness later? Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted July 4, 2012 at 05:07 PM Report Share Posted July 4, 2012 at 05:07 PM According to what I have read we may not have this authority. We spoke to a lawyer who said if the 2 volunteers had the authority to hire her, then they have the authority to fire her. The problem is that these 2 volunteers made a decision to hire her under a different board, and that board did not provide this authority because they had been unable to get a quorum at their last several meetings. A whole new board has since been elected and we had not gotten as far as deciding who has these responsibilities.You have a legal problem and you sought and obtained legal advice. It seems to me that there's not much point in pursuing the question here in this forum. Link to comment Share on other sites More sharing options...
Rev Ed Posted July 4, 2012 at 10:27 PM Report Share Posted July 4, 2012 at 10:27 PM Call a lawyer as this is a legal issue. Link to comment Share on other sites More sharing options...
David A Foulkes Posted July 5, 2012 at 01:55 AM Report Share Posted July 5, 2012 at 01:55 AM Call a lawyer as this is a legal issue.We spoke to a lawyer who said ......Been there, done that, it seems. Link to comment Share on other sites More sharing options...
Trina Posted July 5, 2012 at 01:17 PM Report Share Posted July 5, 2012 at 01:17 PM I have read that the executive officers have no powers accept those given to them by the bylaws. We have a strange situation:...According to what I have read we may not have this authority. We spoke to a lawyer who said if the 2 volunteers had the authority to hire her, then they have the authority to fire her. The problem is that these 2 volunteers made a decision to hire her under a different board, and that board did not provide this authority because they had been unable to get a quorum at their last several meetings. A whole new board has since been elected and we had not gotten as far as deciding who has these responsibilities.Any thoughts on whether we as officers are within our rights? Since the board can technically rescind our decision, is it ok that we acted and we can ask for forgiveness later?A relatively minor point in the context of your question, but there is no 'different board' or 'new board' -- the board is the board, regardless of changes in membership over time.There seem to be several layers of confusion.First, it is not clear that the bylaws allow the board to hire employees at all (you haven't really said if the board has such authority under the bylaws). The board cannot ratify any decisions that it did not have the authority to make in the first place.Second, the hiring was never authorized at the board level anyway (because of inquorate meetings), and the hiring apparently was done on the personal say-so of two officers (president and secretary). Do the bylaws give either of those officers the individual authority to enter into contracts and to spend the organization's money in this way?Third, now you have a problem with one of your 'employees' and are worried whether you have the authority to put this person on administrative leave... I wonder if the lawyer's advice that "if you had a right to hire, you have a right to fire" was tongue-in-cheek. That initial "if" seems to carry a lot of meaning. Link to comment Share on other sites More sharing options...
Guest SecretaryJackson Posted July 6, 2012 at 02:34 AM Report Share Posted July 6, 2012 at 02:34 AM A relatively minor point in the context of your question, but there is no 'different board' or 'new board' -- the board is the board, regardless of changes in membership over time.Good point.First, it is not clear that the bylaws allow the board to hire employees at all (you haven't really said if the board has such authority under the bylaws). The board cannot ratify any decisions that it did not have the authority to make in the first place.Our bylaws state: The concerns, direction, and management of affairs of XXX society shall be vested in the Board of Directors. I believe this would give us hiring authority.Second, the hiring was never authorized at the board level anyway (because of inquorate meetings), and the hiring apparently was done on the personal say-so of two officers (president and secretary). Do the bylaws give either of those officers the individual authority to enter into contracts and to spend the organization's money in this way?The bylaws say the President shall be chief executive officer of this society. Does this imply power over day to day activities? Can we just tell the employee that she wasn't ever really hired As far as paying the employee, the bylaws do allow checks <$1500 to be signed by either the President or the treasurer...so they can technically spend the moneyThird, now you have a problem with one of your 'employees' and are worried whether you have the authority to put this person on administrative leave... I wonder if the lawyer's advice that "if you had a right to hire, you have a right to fire" was tongue-in-cheek. That initial "if" seems to carry a lot of meaning.I hadn't considered this, but I think you may be right. Link to comment Share on other sites More sharing options...
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