Tracy Posted January 3, 2020 at 05:51 PM Report Share Posted January 3, 2020 at 05:51 PM In a small club, 100 members, with a board of directors voted in by the members, what kind of decisions can the board of directors make on behalf of the club, without discussing with the membership? Note: the bylaws are not specific. 1. Pay bills 2. Vote in members What other examples? Should everything be discussed? Please advise. Thank you. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted January 3, 2020 at 06:04 PM Report Share Posted January 3, 2020 at 06:04 PM 3 minutes ago, Tracy said: In a small club, 100 members, with a board of directors voted in by the members, what kind of decisions can the board of directors make on behalf of the club, without discussing with the membership? Note: the bylaws are not specific. 1. Pay bills 2. Vote in members What other examples? Should everything be discussed? Please advise. Thank you. Here is the rule in RONR: "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 emphasis added by me. And some advice on what should be included in the bylaws regarding a board: " As explained on pages 481–83, all but the smallest societies usually find it advisable to establish a board whose members are the officers of the society, such a body being entrusted with administrative authority and responsibility to a degree that varies with the organization. If there is to be such a board, sections of this article should: • specify the board's composition; • delineate the powers of the board; and • set forth any special rules by which the board is to conduct its business, such as when and how often it is to meet, its quorum, and the like. " RONR (11th ed.), pp. 576-577 So we can't tell you what they can do since, as cited here, they only have the authority delegated to it by the bylaws, or directly by the society's assembly in referring matters to it. If, as you say, the bylaws are not specific, they should be amended to make it crystal clear what powers the board should have. Yours may have little to no authority to do anything. We just don't know. Quote Link to comment Share on other sites More sharing options...
Tracy Posted January 3, 2020 at 06:10 PM Author Report Share Posted January 3, 2020 at 06:10 PM Great. Thank you for your response. Quote Link to comment Share on other sites More sharing options...
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