Chairman/Presidents role in interpreting bylaws

[Guest Aline]

Can the Chairman interpret bylaws as long as they stay within the framework of the bylaws. 

 

For example defining duties of the executive board.  If the bylaws have been recently revised to include an executive board but no policy or procedures have been defined for the executive board is it reasonable for the Chairman to interpret the duties of the executive board laid forth in the Bylaws until the executive board has met to define the policies?

[Richard Brown]

Aline, unless your bylaws provide differently, the president (or chairman) can "interpret" bylaws in the sense that he can rule on points of order that something violates the bylaws.  He can also raise points of order on his own that something violates the bylaws.  However, he is not the final arbiter on such questions.  It is usually the general membership that has the ultimate authority to interpret the society's bylaws by way of appeals from the ruling of the chair on matters of bylaws interpretation. 

 

It may be that your executive board has that authority, too, if it disagrees with a ruling of the chair in one of its meetings, but, depending on the wording of your bylaws, the general membership likely has the authority to overrule and reverse any decision of the board.

 

It is actually your general membership, not the executive board, that should be determining what the powers of the board are.  Those powers should be spelled out in the bylaws themselves in the section creating the executive board.   Did the bylaw amendment create an executive board without ANY provisions as to its powers, duties or limitations?    If that's the case, your membership should revise the bylaws again to define the powers of the board.  Sample bylaw provisions on that point are in RONR in Chapter XVIII on bylaws starting on page 565.  Twenty-six pages are devoted to bylaws.  Another eight pages covers amendments to bylaws.

[Guest Guest]

We have a section for duties of the executive board within our bylaws, they are as follows 

 

"Section 3: Duties. The Executive Board shall conduct necessary business in preparation for and

in between the Regular meetings, and shall prepare a proposed budget to be voted upon

by the Board at the first regular meeting of the fiscal year and create standing and temporary committees, prepare

recommendations to the membership approve routine bills within the limits of the budget, approve spending not to exceed $5,000 without the board

approval and prepare reports and recommendations to the membership. "

 

We have a very large board (32 positions) so the intent was to have the executive board representing the board. We recently revised our bylaws in December and essentially that is when the executive board was created. I as chairman attempted to use the executive board within the duties above but there was a lot of confusion that I believe is due to there not being enough definition in the responsibility of the executive board. I am curious if as my role as Chairman I can make that interpretation? (We will have a meeting to clarify and set expectations set).

 

Also according to the bylaws above, is it fait to say this executive board would only conduct necessary business in preparation for between board meetings and the word "necessary" can be interpreted?

 

Thanks

 

[Richard Brown]

 

We have a section for duties of the executive board within our bylaws, they are as follows 

 

"Section 3: Duties. The Executive Board shall conduct necessary business in preparation for and

in between the Regular meetings, and shall prepare a proposed budget to be voted upon

by the Board at the first regular meeting of the fiscal year and create standing and temporary committees, prepare

recommendations to the membership approve routine bills within the limits of the budget, approve spending not to exceed $5,000 without the board

approval and prepare reports and recommendations to the membership. "

 

We have a very large board (32 positions) so the intent was to have the executive board representing the board. We recently revised our bylaws in December and essentially that is when the executive board was created. . .

Do I understand correctly, then that you have three levels of "governance":  The general memberhip, a Board of Directors and an Executive Board, with the Executive Board being newly created?

 

Also, I'm curious about the language I bolded and put in italics in your quote:  Which "board's" meetings are meant in the phrase "between the regular meetings" and to prepare a budget to "be voted upon by the board".    The word "board" is being used so often that I don't know when you (or  the bylaws) are referring to the executive board or the Board of Directors. 

 

Since you have two "boards" now, you need to carefully distinguish between them.   If you amend that provision again, you might consider doing as many organizations do and change the name of the "Executive Board"  to Executive Committee.  If not, I would suggest that you studiously avoid using the word "board" alone.  Always say "Executive Board" or "Board of Directors" even if it requires a bit more typing.  People have to know which "board" you (and the bylaws) are referring to.

[Josh Martin]

Can the Chairman interpret bylaws as long as they stay within the framework of the bylaws.

Yes, subject to appeal.

For example defining duties of the executive board. If the bylaws have been recently revised to include an executive board but no policy or procedures have been defined for the executive board is it reasonable for the Chairman to interpret the duties of the executive board laid forth in the Bylaws until the executive board has met to define the policies?

This example makes very little sense. Why would there be any need to interpret the duties of the Executive Board before the Executive Board has met? It won't be able to perform its duties until it meets, so until it meets, it matters very little what those duties are.

We have a very large board (32 positions) so the intent was to have the executive board representing the board. We recently revised our bylaws in December and essentially that is when the executive board was created. I as chairman attempted to use the executive board within the duties above but there was a lot of confusion that I believe is due to there not being enough definition in the responsibility of the executive board. I am curious if as my role as Chairman I can make that interpretation? (We will have a meeting to clarify and set expectations set).

Okay, so there is a Board of Directors and a smaller Executive Board. I believe it would be within your role as chairman to make an interpretation of the bylaws regarding the duties of the Executive Board (subject to appeal), but I don't understand why it is necessary to do this before the Executive Board meets.

Also according to the bylaws above, is it fait to say this executive board would only conduct necessary business in preparation for between board meetings and the word "necessary" can be interpreted?

Yes, I think that is fair to say.

[Guest Guest]

We have the general membership(with no voting privileges), Board of Directors (with voting privileges), and the Executive Board(with voting privileges).

Since we revised our bylaws in December, I have been asked several times why the executive board has not made any decisions, voted on approving money ect. My response has been we need to have a meeting to discuss duties, responsibilities ect prior to taking actions unless something is "necessary". The concern is our bylaws call for an executive board but we do not have one operating therefore we are not following our bylaws.

 

We are a school non profit group and changed our bylaws mid year. My concern is 1-alienating the current Board of Directors with such a big change mid-year(and mid-terms) and 2- giving responsibility to the executive board without a formal meeting and a discussion around roles and responsibilities. So I have taken my interpretation in the word necessary to mean just that necessary (until we have transitioned more) and as Chairman, wanted to know if that liberty was acceptable within RONR framework.

 

 

[Josh Martin]

We have the general membership(with no voting privileges), Board of Directors (with voting privileges), and the Executive Board(with voting privileges).

Since we revised our bylaws in December, I have been asked several times why the executive board has not made any decisions, voted on approving money ect. My response has been we need to have a meeting to discuss duties, responsibilities ect prior to taking actions unless something is "necessary". The concern is our bylaws call for an executive board but we do not have one operating therefore we are not following our bylaws.

We are a school non profit group and changed our bylaws mid year. My concern is 1-alienating the current Board of Directors with such a big change mid-year(and mid-terms) and 2- giving responsibility to the executive board without a formal meeting and a discussion around roles and responsibilities. So I have taken my interpretation in the word necessary to mean just that necessary (until we have transitioned more) and as Chairman, wanted to know if that liberty was acceptable within RONR framework.

As previously noted, it is within the duties of the chairman to interpret the organization's bylaws, subject to appeal. I still don't understand why it is necessary to interpret the duties of the Executive Board before the Executive Board meets, because until the Executive Board meets, this doesn't really seem relevant. The Executive Board can only act at a meeting.

[Edgar Guest]

 . . . you might consider doing as many organizations do and change the name of the "Executive Board"  to Executive Committee.

I second that e-motion. And don't worry about the word "committee". RONR describes the executive committee as "a board within a board". It makes things a lot less confusing not to be referring to two boards with very similar names. It's also helpful to use standard nomenclature whenever possible.