Help - I need some really basic info for a chair regarding powers of chair vs. board

[sMargaret]

Our bylaws state: "The purpose of board meetings is to carry on business between general meetings." The duties of the chairperson include these sections:

a) call and chair general and executive meetings

d) act as spokesperson

However, the chair seems to be of the opinion that he is entitled to make decisions for the association without consulting with the rest of the board, or the general membership.

Does anyone have a very basic one-pager, preferably in words of two syllables or less, than explicitly make the point that he doesn't have the power if the assembly has not given him this power?

Frustratedly, and in thanks.

[Trina]

'...in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it.' (RONR 11th ed. p. 456 ll. 25-28)

'...the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it.' (p. 482 ll. 27-29)

'...a board cannot delegate its authority -- that is, it cannot empower a subordinate group to act independently in its name -- except as may be authorized by the bylaws...' (p. 484 ll. 30-32) In other words, even if the board wanted to let the chair take over some of the decision-making authority that the bylaws assign to the board as an assembly, the board would not be able to do so.

[Guest Edgar]

However, the chair seems to be of the opinion that he is entitled to make decisions for the association without consulting with the rest of the board, or the general membership.

Then the burden of proof is on the chair to show you where it says he has this authority, not on you to show that he doesn't.

The library is filled with millions of books that don't give him this authority. You could dump them on his doorstep or ask him to find and show you the one book that does.

[Rev Ed]

'...a board cannot delegate its authority -- that is, it cannot empower a subordinate group to act independently in its name -- except as may be authorized by the bylaws...' (p. 484 ll. 30-32) In other words, even if the board wanted to let the chair take over some of the decision-making authority that the bylaws assign to the board as an assembly, the board would not be able to do so.

Assuming the By-laws don't contain the clause mentioned - re-read the By-laws to make sure they definitely do not say this and then ask the Chairman where he is getting these rights from. Make sure to have a copy of the By-laws and RONR with you (are that they are available at the meeting) to have the Chairman show you the appropriate clause if need be. I'll bet he doesn't have the right, but it always help to make him try to show you.