officers vs directors

[LouiseD]

Please define (if there is) difference between Directors and Officers, specifically elected Officers and elected or appointed Directors,

I do not find any references defining either, only that a board of directors may appoint an executive committee in RONR or our bylaws, which are being amended.

The newly elected officers insist they are also Directors, which again is not defined in the bylaws. And they want to nominate and elect by the body an additional director with no job description or purpose, and is not prescribed in the bylaws.

My experience in other organizations, albeit may have been a special rule or simply by specific design of the bylaws, is that there is (rules allow for) both an Executive Board/Committee of elected Officers "who manage the daily business of the (incorporated) organization", and a Board of Directors "who serve an advisory capacity" to the Executive Board and are appointed or elected as defined by the bylaws. Those organizations also included a Member-at-large with no specified job description (treasury, secretary, etc.) as one/two of the elected Officers.

My feeling is that just looking at RONR if there is no difference intended/suggested, then there would not be two words - officers and directors, that one would be sufficient. So I feel they are making them "the same" out of some confusion or personal desire.

I have more distinction of the two from the other experience but I'll hold that for the moment pending comments from the forum.

[Dan Honemann]

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." (RONR, 11th ed., p. 482)

What, exactly, do your bylaws provide with respect to the existence and composition of your organization's board?

[jstackpo]

RONR, p. 572, is a bit non-specific, saying "Directors should be classified as officers".  So that leaves it up to your bylaws do the "classification".   (I would be a bit unsure if asked "Well, if they aren't officers, what are they?" )

However, if you want your "Officers" (President, V-P, Treasurer, &c.) to BE Directors, i.e. to serve as members of the Board of Directors, you do have to be explicit about that in the bylaws.   Boards do not have to include all the elected officers. 

[LouiseD]

Thank you both. The first problem is the mixed use of both titles throughout the bylaws, sometimes together and sometimes separately, which does not provide as a resource for any argument even in the effort to correct or define them.

Article 6 Officers

 Section 1. Designation of Officers

1. The Officers of  shall be a president, a vice president, a secretary, and a treasurer.

Section 3. Election and Term of Office

1. The Term of Office of the Officers shall be one (1) full year. Nomination for Officers shall take place at the March monthly membership meeting. Officers shall be elected at the monthly membership meeting In April of each year. Elected officer will take office immediately following the vote tally and shall assume responsibility at the close of the meeting. Simple majority is necessary for deciding the election. A simple voice vote, followed by paper ballot if contested.

Section 6. Duties of President

The president shall be the chief executive officer of  and chairman of the board of Directors of  and shall supervise and control the affairs of  and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of Directors. The president shall preside at all meetings of the board of Directors and at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of , execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of Directors. The president shall decide all questions of order.

 Article 7 Directors

Section 1. Composition and Quorum

1.       The Board of Directors shall be comprised of Directors as follows:

a.       The Officers as specified in Article 6 above

b.       One (1) At-Large Director who, while not being an officer:

1.       Must be a regular member, in good standing, of at least 90 days, and who also ……………….

2.       Is elected in the same fashion as an officer as stipulated in Article 6, Section 3 above

3.       Has the same term as an officer, as stipulated in Article 6, Section 3 above

4.       May be removed from office in the same fashion as an officer, as stipulated in Article 6, Section 4 above

5.       Has vacancies filled in the same fashion as an officer, as stipulated in Article 6, Section 5 above

6.       Will have such duties as may be assigned, from time to time, by the Board or Chairman of the Board

2.       Three (3) members of the board of Directors shall constitute a quorum. Any member of the board of Directors may present a motion in writing for inclusion in the agenda of the board of Directors meeting. The motion and the action taken by the board of Directors will be recorded in the minutes of the meeting.

Section 2. Qualifications

1.    Directors shall be of the age of majority in this state. Other qualifications for Directors of this corporation shall be as follows: All Directors shall ……………

Section 3. Powers

1. Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of Directors.

Section 4. Duties

1.       It shall be the duty of the Directors to:

a.       Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;

b.       Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all Officers, agents, and employees of the corporation;

c.        Supervise all Officers, agents, and employees of the corporation to assure that their duties are performed properly;

d.       Meet at such times and places as required by these bylaws;

 2.       Members of the board of Directors may hold appointed positions.

Section 5. Term of Office

1. Each director shall hold office for a period of 1 year and until his or her successor is elected and qualifies.

Section 16. Indemnification by Corporation of Directors and Officers

1. The Directors and Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 17. Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asse1ted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

[Richard Brown]

41 minutes ago, LouiseD said:

Thank you both. The first problem is the mixed use of both titles throughout the bylaws, sometimes together and sometimes separately, which does not provide as a resource for any argument even in the effort to correct or define them.

Article 6 Officers

 Section 1. Designation of Officers

1. The Officers of  shall be a president, a vice president, a secretary, and a treasurer.

Oh, Lord, those bylaws, or at least the portions provided, are terrible.

However, one thing is clear. The only officers in this organization are the president, vice president, secretary and Treasurer. The other members of the board of directors are not officers. That much seems clear to me.

There are more problems with these bylaws than I can get into now. Perhaps some of our other contributors will weigh in. I'll try to check back later. I just cannot do it right now.

Edited August 18, 2019 at 05:28 PM by Richard Brown
Typographical correction

[Joshua Katz]

Well, other problems aside, it seems clear enough to me that there is a board, and that the listed officers are, in fact, members of the board, and therefore officers. It also seems clear enough that the one other member of the board is elected by the same means as the officers.

[Richard Brown]

24 minutes ago, Joshua Katz said:

it seems clear enough to me that there is a board, and that the listed officers are, in fact, members of the board, and therefore officers.

Joshua, The officers are officers because the bylaws expressly say that they are officers.  They may also be members of the board, but they are officers because the bylaws says they are officers, not because they are on the board.  When you say "and therefore officers", that indicates to me that you are saying they are officers because they are members of the board.

I think it is also clear that the other board member(s) are not officers.  What isn't clear to me is whether the member at large referred to in the bylaw snippet is the only other board member or if there are also others.  I'm assuming that is the only other board member, but it really isn't clear. 

It is a strange and poorly worded set of bylaws from what I have seen so far.

[LouiseD]

Agreed on all accounts. I am happy to send privately the full document for clarity. 

It should also be said this document they are editing was never approved, there is a different and clearer version that never mentions directors and was previously approved by the members which they refuse to recognize. What would be the motion to address the "right" document, or does it matter (for the sake of discord)since we are revising either one?

I said previously I believe they (people) are partly confused by the Articles of Incorporation which are also conflicting but indicate both:

Articles/Corp - Article IV - The manner in which the directors are elected or appointed is provided in the bylaws of the corporation.

Amendments to the Articles of Incorporation:

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and
address of each Officer and/or Director being added:
(Attach additional sheets, jf necessary)
Please note the officer/director title by the first letter of the office title:
P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Cleric CEO = Chief
Executive Officer; CFO = ChiefFinancial Officer. If an officer/director holds more than one title, list the first letter of each office
held President, Treasurer, Director would be PTD.

The initial officer(s) and/or director(s) of the corporation is/are:
Title: P/D

Title: VP/D

[Bruce Lages]

I don't find it all that confusing, although it might be somewhat clearer if the at-large director position had been given a different title. The officers and the at-large director constitute the board (of directors). So when referring to them as members of the board, they are all considered as directors.

As an aside, what I do find rather unusual, to say the least, is that the board, which is charged with supervising the officers as well as setting any compensation for them, comprises 80% officers, and any 3 of the 4 officers will make a quorum. That doesn't seem like the ideal situation for effective oversight respnsibilities.

[Atul Kapur]

3 hours ago, LouiseD said:

The newly elected officers insist they are also Directors, which again is not defined in the bylaws.

It is very clearly defined in the bylaws you quoted:

2 hours ago, LouiseD said:

Article 7 Directors

Section 1. Composition and Quorum

1.       The Board of Directors shall be comprised of Directors as follows:

a.       The Officers as specified in Article 6 above

So the officers in Article 6 are also Directors according to this section of Article 7.

Section 1. 1b defines the fifth director who is not an officer. 

I'm not going to get into the rest of your bylaws, because I don't have to in order to answer your original question: there is a board of five directors, four of them are the officers who are both officers and directors.

[LouiseD]

so if the officers are in fact directors  why not just call them one or the other? using both labels interchangeably serve no purpose but confusion. 

 

If we narrow this down to one label in our revisions, is one better/preferable to the other?

Edited August 18, 2019 at 07:41 PM by LouiseD

[Richard Brown]

1 hour ago, LouiseD said:

so if the officers are in fact directors  why not just call them one or the other? using both labels interchangeably serve no purpose but confusion. 

There are frequently very legitimate reasons for differentiating between officers and directors. This is especially so in organizations which have large boards of directors. Although directors are frequently classified as officers, that is far from universal and it is quite common for the directors to not be classified as officers.

1 hour ago, LouiseD said:

If we narrow this down to one label in our revisions, is one better/preferable to the other?

If you are determined to make them all fit into one category, I would make them all officers. In your case you would need to amend your bylaws to include the at-large director as an officer.

it is a judgment call and a matter of preference, but I see no compelling reason to make the change. If you ever decide to have a larger board, there might well be reasons for not classifying directors as officers.

When organizations do consider that directors are also officers, they frequently still make a distinction by referring to the president, vice presidents, secretary and Treasurer as the Executive Officers, thereby still maintaining a distinction between Directors & officers.

Edited August 18, 2019 at 08:48 PM by Richard Brown
Added last part of last sentence as indicated by underlining

[LouiseD]

yes, clearly i agree there should be a distinction, it avoids confusion and just make more sense.

as I eluded to previously, in my other organizations there was a functional difference - the elected Executive Officers ran the operations of the org, and the Directors were appointed or elected to serve in an advisory capacity only - industry contacts, civic leaders, etc. So the distinction was real.

[Joshua Katz]

3 hours ago, Richard Brown said:

Joshua, The officers are officers because the bylaws expressly say that they are officers.  They may also be members of the board, but they are officers because the bylaws says they are officers, not because they are on the board.  When you say "and therefore officers", that indicates to me that you are saying they are officers because they are members of the board.

 

Sorry, I meant to say "and therefore directors."

[Joshua Katz]

2 hours ago, LouiseD said:

It should also be said this document they are editing was never approved, there is a different and clearer version that never mentions directors and was previously approved by the members which they refuse to recognize. What would be the motion to address the "right" document, or does it matter (for the sake of discord)since we are revising either one?

 

Wait, what? Use your real bylaws. Something someone drew up and never had adopted by the society is not your bylaws.

 

 

[LouiseD]

correct Joshua - because that is the document the officers have given us, even though we presented the previously approved version.

I cannot find specific language to motion or challenge the use of the "previously approved" document. Have any references?

[jstackpo]

Is there a record of the adoption of the true bylaws in minutes somewhere?

Of course, if "they" won't produce the correct version of the bylaws, it seems unlikely that they would be very forthcoming with old minutes either.

[Joshua Katz]

1 hour ago, LouiseD said:

I cannot find specific language to motion or challenge the use of the "previously approved" document. Have any references?

This is sort of like looking for language in RONR saying the President can't just empty out the bank account and buy himself a pool. RONR can't list everything that you can't do, but the very fact that it discusses adopting bylaws and handling amendments implies that you can't just write your own and force them on the organization. I would suggest finding the actual bylaws and simply following those, which will force a confrontation where people can explain why you should be following bylaws that the organization never adopted.

[LouiseD]

Posted 1 hour ago, jstackpo

Is there a record of the adoption of the true bylaws in minutes somewhere?

sort of, an old member has copies of the agenda preceding the previous vote, hasn't found minutes with the actual vote yet.

But I agree those minutes will make it much clearer and less combative.