Guest Grif Posted June 8, 2019 at 07:02 PM Report Share Posted June 8, 2019 at 07:02 PM Hello- Trade association bylaws state the the executive director's compensation must be approved by the board of directors. The executive director doesn't want their compensation make public. The executive director had a friendly board member make a motion that the executive committee would approve the executive directors package without requiring board approval. Can a board motion/vote override bylaws? The members pay the executive directors salary and they should not be kept in the dark. Thank you. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted June 8, 2019 at 07:13 PM Report Share Posted June 8, 2019 at 07:13 PM Do the bylaws allow the board to freely delegate? Do the bylaws define the executive committee and, if so, what do they say about its powers? Quote Link to comment Share on other sites More sharing options...
Transpower Posted June 8, 2019 at 10:09 PM Report Share Posted June 8, 2019 at 10:09 PM If, in fact, the association's bylaws state that the executive director's compensation is to be approved by the board, then this means that the executive committee has no such authority, and therefore, the motion should be ruled out of order. Quote Link to comment Share on other sites More sharing options...
Guest Zev Posted June 8, 2019 at 10:35 PM Report Share Posted June 8, 2019 at 10:35 PM 3 hours ago, Joshua Katz said: Do the bylaws allow the board to freely delegate? Do the bylaws define the executive committee and, if so, what do they say about its powers? This is important, Guest Grif. Here is the reason why: Quote As a general principle, 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 (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board. RONR 11th edition pages 484-485. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 9, 2019 at 02:13 AM Report Share Posted June 9, 2019 at 02:13 AM 7 hours ago, Guest Grif said: Hello- Trade association bylaws state the the executive director's compensation must be approved by the board of directors. The executive director doesn't want their compensation make public. The executive director had a friendly board member make a motion that the executive committee would approve the executive directors package without requiring board approval. Can a board motion/vote override bylaws? The members pay the executive directors salary and they should not be kept in the dark. Thank you. No, the board cannot vote to violate the bylaws. And boards are not permitted to delegate their powers. Quote Link to comment Share on other sites More sharing options...
Guest Grif Posted June 9, 2019 at 01:26 PM Report Share Posted June 9, 2019 at 01:26 PM Thank you for the responses. Quote Link to comment Share on other sites More sharing options...
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