bobby101 Posted February 17, 2015 at 01:32 PM Report Share Posted February 17, 2015 at 01:32 PM According to our Club's by-laws, "The President shall appoint all committees." Our President was not satisfied with the performance of one of the elected committee chairs last year (this person still has one more year to serve) and has asked me to chair that committee for this year; I have accepted. The by-laws also state that, "The government and management of the Club shall be vested in a Board of Directors. The Directors, Officers, and committee members shall be senior members of the Club in good standing. The Board of Directors shall consist of 14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors." Since I will be an appointed--not an elected-- member of the Board, does this affect my ability to vote and perform the other duties that elected members are responsible for? bobby101 Link to comment Share on other sites More sharing options...
Dan Honemann Posted February 17, 2015 at 02:06 PM Report Share Posted February 17, 2015 at 02:06 PM According to our Club's by-laws, "The President shall appoint all committees." Our President was not satisfied with the performance of one of the elected committee chairs last year (this person still has one more year to serve) and has asked me to chair that committee for this year; I have accepted. The by-laws also state that, "The government and management of the Club shall be vested in a Board of Directors. The Directors, Officers, and committee members shall be senior members of the Club in good standing. The Board of Directors shall consist of 14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors." Since I will be an appointed--not an elected-- member of the Board, does this affect my ability to vote and perform the other duties that elected members are responsible for? bobby101 Nothing that you have posted so far gives any indication that you will be a member of the Board. If I understand it correctly, the board is to consist of "14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors." No mention is made of committee chairmen. Link to comment Share on other sites More sharing options...
Richard Brown Posted February 17, 2015 at 07:39 PM Report Share Posted February 17, 2015 at 07:39 PM According to our Club's by-laws, "The President shall appoint all committees." Our President was not satisfied with the performance of one of the elected committee chairs last year (this person still has one more year to serve) and has asked me to chair that committee for this year;I agree with Dan Honemann's statement in post No 2, but I'm curious as to why you have an "elected committee chair" if the bylaws say that the president shall appoint all committees. What gives with that? Are they elected or appointed? Link to comment Share on other sites More sharing options...
bobby101 Posted February 18, 2015 at 12:53 AM Author Report Share Posted February 18, 2015 at 12:53 AM Mr. Honeman and Mr. Brown: You both are addressing exactly the issue and my status that I'm trying to understand. The President has told me that he wants me to chair a particular committee since he was not satisfied with the way last year's chairman did the job. He's acting on the part of the by-laws that states that, "The President shall appoint all committees. If I'm appointed chair of a committee it suggests (to me, anyway) that I'm serving on the Board, as an appointed-- not an elected member. I'm trying to clarify in my mind your views and experience as to exactly what this means. It seems clear to me that the by-laws are clear that the President has the right to make appointments but since I'm an appointed member, not an elected member, am I restricted from acting in any way. To Mr. Honeman's question: whether the individual is a member of the committee or chair is, I think, irrelevant; the President has the right to name people to serve. To Mr. Brown's question: members of the Board are elected but members of Club can be appointed. I'm trying to anticipate the discussions/arguments that I expect will commence once the action is announced. I hope this will clarify the situation and thanks for responding. bobby101 Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 18, 2015 at 12:58 AM Report Share Posted February 18, 2015 at 12:58 AM If I'm appointed chair of a committee it suggests (to me, anyway) that I'm serving on the Board, as an appointed-- not an elected member. What is the basis for this belief? The Board of Directors shall consist of 14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors. It says nothing about appointed members and nothing to suggest that committee chairs are automatically (i.e. ex-officio) members of the board. If you're not one of the five officers and not one of the nine elected directors, do you think you're the 15th member of a 14-member board? Link to comment Share on other sites More sharing options...
bobby101 Posted February 18, 2015 at 02:11 AM Author Report Share Posted February 18, 2015 at 02:11 AM Mr. Guest: The basis for my belief that I'm serving on the Board is that the President appoints members and he's indicated that he's planning to appoint me. Whether he'll attempt to finesse this by saying that I'm serving the Board as a chair or a member of the committee, but not as a member of the Board, I don't know. You're addressing exactly what I'm trying to understand. And, yes, I understand the arithmetic and that appointed members or chairs are not automatically members of the Board. I'm describing only what the President of the Club has told me he's planning to do; he told me this four months ago. The only action I've taken so far has been to tell him that I'm willing to serve as he has requested. As far as I know, he hasn't yet done or announced anything. I'm looking for your views in anticipation of what this action may lead to at the Club. I'm just try- ing to understand your views, based on your reading of our applicable by-laws and any pertinent experience you may have, as to exactly what my status is. bobby101 Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 18, 2015 at 02:21 AM Report Share Posted February 18, 2015 at 02:21 AM The basis for my belief that I'm serving on the Board is that the President appoints members and he's indicated that he's planning to appoint me. Nothing you've said suggests that the president appoints members of the board. Perhaps you've misunderstood what the president told you. In any case, you won't find the answers to your questions here. By the way, just in case this is the source of your confusion, the board is not a committee. Link to comment Share on other sites More sharing options...
Tom Coronite Posted February 18, 2015 at 03:50 AM Report Share Posted February 18, 2015 at 03:50 AM The by-laws also state that, "The government and management of the Club shall be vested in a Board of Directors. The Directors, Officers, and committee members shall be senior members of the Club in good standing. The Board of Directors shall consist of 14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors." If this is a direct quote of the bylaws, I wonder if the italicized sentence is causing confusion. Remove it and the text of the bylaws flows and makes sense. Its insertion seems strange - why mention (officers and) committee members smack dab in the middle of describing the Board of Directors? It could very well lead to confusing the board with committees, as Mr Guest suggested. It sounds like the president is confused, if he is indeed stating he appoints board members. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 18, 2015 at 04:01 AM Report Share Posted February 18, 2015 at 04:01 AM The Board of Directors shall consist of 14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors. The basis for my belief that I'm serving on the Board is that the President appoints members and he's indicated that he's planning to appoint me. That doesn't appear to be what your bylaws say. Whether he'll attempt to finesse this by saying that I'm serving the Board as a chair or a member of the committee, but not as a member of the Board, I don't know. You're addressing exactly what I'm trying to understand. And, yes, I understand the arithmetic and that appointed members or chairs are not automatically members of the Board. I'm describing only what the President of the Club has told me he's planning to do; he told me this four months ago. The only action I've taken so far has been to tell him that I'm willing to serve as he has requested. As far as I know, he hasn't yet done or announced anything. I'm looking for your views in anticipation of what this action may lead to at the Club. I'm just try- ing to understand your views, based on your reading of our applicable by-laws and any pertinent experience you may have, as to exactly what my status is. Based upon the information you have provided so far, it would appear to me that you are a committee chairman, but not a member of the board. Link to comment Share on other sites More sharing options...
bobby101 Posted February 18, 2015 at 01:01 PM Author Report Share Posted February 18, 2015 at 01:01 PM Gentlemen: First of all, thanks for taking the time to respond. Let me address the points you each have raised. Mr. Guest: The statement I've quoted about the President appointing all committees is directly and precisely from our Club's by-laws as the quotation marks indicate. And I did not misunderstand what the President told me and do understand the difference between a Board and a committee. Your point about my not being able to get an answer from this Forum may be correct, but I am forever hopeful. To 1st Church: Where the italics came from is a mystery to me. In my first posting the words are NOT italicized; they are in the same font as all the other direct quotes from the by-laws that I have cited. Any statement in quotes is complete and accurate as it is in our by-laws. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 18, 2015 at 01:13 PM Report Share Posted February 18, 2015 at 01:13 PM Mr. Guest: The statement I've quoted about the President appointing all committees is directly and precisely from our Club's by-laws as the quotation marks indicate. Unfortunately, this has nothing to do with the board. Link to comment Share on other sites More sharing options...
Tom Coronite Posted February 18, 2015 at 01:42 PM Report Share Posted February 18, 2015 at 01:42 PM To 1st Church: Where the italics came from is a mystery to me. In my first posting the words are NOT italicized; they are in the same font as all the other direct quotes from the by-laws that I have cited. Any statement in quotes is complete and accurate as it is in our by-laws. It's no mystery; I italicized them in the hopes of pointing out how they don't seem to fit with the sentences before and after, and may be causing confusion. You say the president appoints committees. As has been pointed out several times, this appears to have nothing to do with the board. But for some reason you, the president, or both seem to believe the committee appointments do relate to the board. But in reality they appear not to. I'd hoped to suggest the mistaken notion could be caused by the incongruous (IMO) line inserted in the bylaws concerning the board make-up. I apologize if that wasn't helpful. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 18, 2015 at 01:55 PM Report Share Posted February 18, 2015 at 01:55 PM Let me address the points you each have raised. Please don't add to a post after there's been a reply. It's bad form. Link to comment Share on other sites More sharing options...
bobby101 Posted February 18, 2015 at 02:08 PM Author Report Share Posted February 18, 2015 at 02:08 PM Gentlemen: My apologies for bad form but my computer is acting up so my apologies if you're getting disjointed and incomplete responses from me to your most recent comments and questions. I'm going to start over in responding to Mr. Guest, 1st Church, and Josh in your most recent replies. To Mr. Guest--the statement about the President's appointment powers is a direct and accurate quote from the by-laws as the quotation marks indicate. I did NOT misunderstand the President and I DO understand the difference between a committee and the Board. As to your point of my not being able to get an answer from this Forum, you may be right but I'm a hopeful kind of guy. To 1st Church--where the italics came from is a mystery to me. The direct quotation from our by-laws was NOT italicized in my original posting and, as indicated above, is a direct, accurate quote of precisely what the by-laws state. The answer as to exactly where and how the change in font occurred may lie someplace in the bowels of someone's computer. To Josh--As mentioned in my response to Mr. Guest, the statement about the President's power to appoint is a direct quote from the by-laws. And, I agree completely with your last staement as to my status. It's just that I'm trying to understand exactly what powers/authority/responsibilities I have... which is where I think I asked in my first posting; I was looking for your views and experience. If, based on the information I've provided and your knowlege/experience with RONR, you're unable to offer some definitive guidance, and it's something we have to resolve internally, so be it. Thanks, as always, for your time and interest. bobby101 Link to comment Share on other sites More sharing options...
Josh Martin Posted February 18, 2015 at 02:11 PM Report Share Posted February 18, 2015 at 02:11 PM Gentlemen: First of all, thanks for taking the time to respond. Let me address the points you each have raised. Mr. Guest: The statement I've quoted about the President appointing all committees is directly and precisely from our Club's by-laws as the quotation marks indicate. And I did not misunderstand what the President told me and do understand the difference between a Board and a committee. Your point about my not being able to get an answer from this Forum may be correct, but I am forever hopeful. To 1st Church: Where the italics came from is a mystery to me. In my first posting the words are NOT italicized; they are in the same font as all the other direct quotes from the by-laws that I have cited. Any statement in quotes is complete and accurate as it is in our by-laws.If this is all correct, then it seems even more clear that you are not a member of the board. As you say, the bylaws state that "The President shall appoint all committees," so the President may indeed appoint you as a committee chairman. With respect to the board, however, the bylaws provide that "The Board of Directors shall consist of 14 members including the following five officers: President, Vice President, Secretary, Treasurer, Immediate past president and nine elected Directors." You are not any of these things, so you are not a member of the board. I don't see any ambiguity on this point, and I haven't the slightest idea where you or the President got the idea that you are now a board member. Link to comment Share on other sites More sharing options...
bobby101 Posted February 18, 2015 at 02:14 PM Author Report Share Posted February 18, 2015 at 02:14 PM J: Thanks for your quick response. Again, my original posting was directed at clarifying my status and I appreciate your view. bobby101 Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 18, 2015 at 02:36 PM Report Share Posted February 18, 2015 at 02:36 PM J: Thanks for your quick response. Again, my original posting was directed at clarifying my status and I appreciate your view.And, just to be clear, it's not just Mr. Martin's view. It's the opinion of everyone who replied. You are not a member of the board. Link to comment Share on other sites More sharing options...
bobby101 Posted February 18, 2015 at 03:48 PM Author Report Share Posted February 18, 2015 at 03:48 PM Gentlemen: Thanks for your answers. It's clear that I am not a member of the Board, even though I am going to be appointed to serve as a committee chair at the Club. bobby101 Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 19, 2015 at 03:55 PM Report Share Posted February 19, 2015 at 03:55 PM Is it possible that this confusion originates from a practice that committee chairs were customarily appointed from among the members of the board? If that's the case, then it may have been true in the past that all committee chairs were board members, but this would coincidental, since the bylaws do not make a committee chairman a board member (ex officio)--instead, chairmen were chosen from a pool of people who already were board members. The point is that nothing you have offered appears to restrict the president to choosing only board members as committee chairmen. He is apparently free to appoint anyone, and he has appointed someone who is not a member of the board. That does not make the new chairman a board member, even if the all the previous chairmen happened to be board members. Link to comment Share on other sites More sharing options...
bobby101 Posted February 21, 2015 at 03:27 PM Author Report Share Posted February 21, 2015 at 03:27 PM Gentlemen: To summarize, from your answers it is very clear to me that I am not a member of the Board and I accept this. In the past at our Club, chairs were always selected from among the elected members of the Board. If the President goes forward with his plan to appoint me as chair of a committee ( I still have heard nothing more from him), I was just trying to clarify my role. Your answers have been helpful. Thank you all again for responding. bobby101 Link to comment Share on other sites More sharing options...
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