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Implicit Role of Board of Directors


Guest Dennis Jackson

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Guest Dennis Jackson

We have an extremely poor constitution and by-laws, but it is what we have to work under for right now. The officers of the organization include "board of directors" but nothing is ever said about them again (not what they do, how they are elected, how they are removed, nothing). I know from the state's perspective, we have to have a board of directors that are part of our corporate paperwork. But other than being names on a state paper, are there anything implicit about the board of directors, or is that role totally defined by explicit statements from the constitution and by-laws?

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The Board only has the authority that the Constitution/bylaws gives it or the Membership grants when they refer a matter to it (RONR p. 482 ll. 25-29). So basically the Board has nothing to do until the Membership tells it to do something. How the Board is elected is a good question since the governing documents don't specify how that is to occur but I think that absent some language saying otherwise it would be reasonable to argue that the Membership would elect them (but stay tuned for other thoughts). However, details such as how many Board members there is to be, when they are to be elected, how long are their terms, etc if not specified in the governing documents can be a real problem. I would strongly recommend you all amend the governing documents to clarify these details.as soon as possible.

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We have an extremely poor constitution and by-laws, but it is what we have to work under for right now. The officers of the organization include "board of directors" but nothing is ever said about them again (not what they do, how they are elected, how they are removed, nothing). I know from the state's perspective, we have to have a board of directors that are part of our corporate paperwork. But other than being names on a state paper, are there anything implicit about the board of directors, or is that role totally defined by explicit statements from the constitution and by-laws?

There will very likely be provisions concerning your board of directors in the statutes under which your organization was incorporated. You should address these questions to the lawyer who assisted in your incorporation.

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