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Chairpersons to Assist Board Members What is Their Authority?


Shawn
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I am on a small board that is a booster for a school music program. Our By-Laws note that Chairpersons will assist the elected board with operation of the organization. It notes Chairperson positions will report under a board member then goes on to list the different areas each board member is responsible. For example:

Vice President of Fundraising has Hospitality under its area of responsibility. The bylaws note, the VP of Fundraising:

i. may request appointment for a Hospitality Chairperson

ii. Administrate the yearly pre-school music picnic

iii. Coordinate concessions stands for event held at school

iv. Organize volunteers to prepare refreshments at special events as requested by the Board.

When the VP of Fundraising recently nominated someone for Chairperson I mentioned that the board needs to vote. I was told by the President that a vote is not required. It is up to the President and the Music Directors to decide whether to accept and approve the nomination. I see no mention of this process in the By-Laws or any other document. Should the Board have voted?

Also, the President has taken a position that these Chairpersons for various oversight areas are basically committee chairpersons and do not need to get board approval for items. For example, we have a competition coming up and at a board meeting we were presented with a document outlining  all the costs and noting what we should charge each student. I made a motion to include additional items and change the cost of the ticket. I was interrupted by the Secretary noting this is not something the Board votes on. He said the committee makes that decision which is basically the one committee chairperson. My position is that committees do the leg work but board has every right to propose changes, etc. Am I correct?

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This is a bylaw interpretation question and would require reviewing the entirety of the bylaws to answer. Your organization will need to sort it out via points of order and appeals. I have no opinion because of all the possibilities. If your organization is unable to resolve it and needs assistance, you'll need to hire a parliamentarian who can advise you, but ultimately your organization will still need to decide. The National Association of Parliamentarians and the American Institute of Parliamentarians both have referral services.

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42 minutes ago, Joshua Katz said:

This is a bylaw interpretation question and would require reviewing the entirety of the bylaws to answer. Your organization will need to sort it out via points of order and appeals. I have no opinion because of all the possibilities. If your organization is unable to resolve it and needs assistance, you'll need to hire a parliamentarian who can advise you, but ultimately your organization will still need to decide. The National Association of Parliamentarians and the American Institute of Parliamentarians both have referral services.

The only other mentions of committees or chairpersons in our bylaws are as follows:

Under General Powers:

The Board shall establish service committees based upon areas of need as determined by the band directors.

Chairpersons of those committees will serve as a coordinating board for the purposes of communication and recruitment, and shall be comprised of all committee chairpersons. The Board shall coordinate all Board activities.

Under Policies it notes the Board shall provide periodic reviews of committee or Chairpersons to ensure they are completing activities or job functions as defined in the by-laws or other official descriptions.

Under Funds section

The Chairperson of each fundraising activity as advised by the Treasurer and or Financial  Secretary, will be responsible for the collection of all related revenue, the maintenance of accurate records, and the submission of the same to the Treasurer.

Under Executive Board Section:

Each board member will hold a respective chairpersons meeting before the board meeting to gather report items.

There are no other references to committees or chairpersons in our by-laws. Our by-laws are only 8 pages.

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53 minutes ago, Shawn said:

When the VP of Fundraising recently nominated someone for Chairperson I mentioned that the board needs to vote. I was told by the President that a vote is not required. It is up to the President and the Music Directors to decide whether to accept and approve the nomination. I see no mention of this process in the By-Laws or any other document. Should the Board have voted?

I agree with Mr. Katz that you should study your bylaws carefully for controlling provisions on this.  It would be unusual for bylaws to mention different committees, officials and directors without saying anything about how those positions are filled. However, if your bylaws are truly silent, then the board (or the general membership) quite likely has the authority to adopt procedures for these appointments.  Do you also have a general membership, or just this board? 

1 hour ago, Shawn said:

Also, the President has taken a position that these Chairpersons for various oversight areas are basically committee chairpersons and do not need to get board approval for items. For example, we have a competition coming up and at a board meeting we were presented with a document outlining  all the costs and noting what we should charge each student. I made a motion to include additional items and change the cost of the ticket. I was interrupted by the Secretary noting this is not something the Board votes on. He said the committee makes that decision which is basically the one committee chairperson. My position is that committees do the leg work but board has every right to propose changes, etc. Am I correct?

Unless your bylaws provide otherwise, committees and committee chairs are subservient to the board and/or the membership as the parent body and are subject to the orders and control of the parent body.  Committees (and committee chairs) have only such authority as they are granted by the bylaws or by the parent body.

I agree with Mr. Katz that you should review your bylaws very carefully to see if these issues are in fact addressed in the bylaws or perhaps in previously adopted rules.... all of which should be available for inspection by the members. 

 

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1 minute ago, Richard Brown said:

I agree with Mr. Katz that you should study your bylaws carefully for controlling provisions on this.  It would be unusual for bylaws to mention different committees, officials and directors without saying anything about how those positions are filled. However, if your bylaws are truly silent, then the board (or the general membership) quite likely has the authority to adopt procedures for these appointments.  Do you also have a general membership, or just this board? 

Unless your bylaws provide otherwise, committees and committee chairs are subservient to the board and/or the membership as the parent body and are subject to the orders and control of the parent body.  Committees (and committee chairs) have only such authority as they are granted by the bylaws or by the parent body.

I agree with Mr. Katz that you should review your bylaws very carefully to see if these issues are in fact addressed in the bylaws or perhaps in previously adopted rules.... all of which should be available for inspection by the members. 

 

There is no mention at all on how Chairpersons are filled other than the various Board members may request a Chairperson for several areas that they oversee.

The Presidents duties are:

Preside over Board and general meetinsg

Serve as an ex officio member on all committees

Select members to serve organization as needed.

Work in close cooperation with the music directors

Represent the booster organization in dealing with the school and committee

 

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Guest Who's Coming to Dinner

Request a chairperson from whom? I'm afraid your rules are too vague for anyone here to divine their meaning. If you think they are not being followed, raise a point or order and be prepared to appeal if you disagree with the ruling.

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2 minutes ago, Guest Who's Coming to Dinner said:

Request a chairperson from whom? I'm afraid your rules are too vague for anyone here to divine their meaning. If you think they are not being followed, raise a point or order and be prepared to appeal if you disagree with the ruling.

I agree with GWCTD.  The  bylaw provisions I have seen are way too vague.  This one, among others, has me scratching my head. 

2 hours ago, Shawn said:

Select members to serve organization as needed.

What on earth does that mean?   Does that include appointing committee members and committee chairs?  

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