Consolidation of Two Chair Positions

[Guest Cassandra]

Please forgive me if I sound like a novice. I am a Band Booster President and as such am a volunteer parent. I have a question regarding consolidating two chair positions. The chair positions are active at opposite times of the year. One of the positions was created in the last couple of years and, at this time, it doesn’t seem necessary for the two roles to be handled by two different board members. One is active in Fall while the Spring. As an Executive committee made up of the President, VP, Treasurer, Secretary, Events Coordinator and two Band Directors (serving as advisory) it was agreed upon to take the two positions and make them one. 

Would this decision stand or do we have to bring this to a vote among the board as a whole; including all of the chair members? Or is the vote of the Executive Committee Officers enough to make this change effective? I cannot find anything definitive in our bylaws with reference to this specific situation.

Braswell Band Booster Bylaws Ammended and Corrected for 2019-2020.pdf

[Josh Martin]

On 3/18/2024 at 1:12 AM, Guest Cassandra said:

Please forgive me if I sound like a novice. I am a Band Booster President and as such am a volunteer parent. I have a question regarding consolidating two chair positions. The chair positions are active at opposite times of the year. One of the positions was created in the last couple of years and, at this time, it doesn’t seem necessary for the two roles to be handled by two different board members. One is active in Fall while the Spring. As an Executive committee made up of the President, VP, Treasurer, Secretary, Events Coordinator and two Band Directors (serving as advisory) it was agreed upon to take the two positions and make them one. 

Would this decision stand or do we have to bring this to a vote among the board as a whole; including all of the chair members? Or is the vote of the Executive Committee Officers enough to make this change effective? I cannot find anything definitive in our bylaws with reference to this specific situation.

Braswell Band Booster Bylaws Ammended and Corrected for 2019-2020.pdf 115.73 kB · 0 downloads

As I understand it, the "Chair Positions" in question are defined in your bylaws, specifically, in Section 5.09. As such, the only way to formally consolidate these positions would be to amend the bylaws, and your bylaws require that this be done by the board.

"These bylaws may be amended at the first annual board meeting of the organization by a two-thirds vote of the board present and voting." (Bylaws, Article XV)

Unless and until these positions are formally consolidated, however, it's entirely permissible to appoint a single person to hold both positions, unless something in your bylaws provides otherwise, and I see nothing in your bylaws which provides otherwise.

As to who makes that decision, I'm not entirely sure, because your bylaws seem somewhat inconsistent on who appoints these positions, suggesting at various places that they are appointed by the full board, by the board officers, or by the Chair of the Corporation. So it will be up to your organization to interpret its own bylaws, and in the long run, the bylaws should be amended for clarity.

"The chairperson of each Standing Committee shall be appointed by the board and approved by vote. The term of a committee chair is one (1) year. When a chair position becomes vacant before the end of a term, the board appoints a person to fill the position for the rest of the term." (Bylaws, Section 5.01)

"Standing Committees and Chairpersons shall be determined by the Board Officers for each Calendar Year." (Bylaws, Section 5.02)

"The Chairman and Vice Chairman of each committee shall be appointed by the Chair of the Corporation or his or her designee." (Bylaws, Section 5.05)

Finally, in regard to your question of "a vote among the board as a whole; including all of the chair members," I'm not sure that your board does, in fact, include the committee chairs as members. So far as I can tell, the board consists of the officers (President, Vice President, Secretary, and Treasurer) and the Directors. Indeed, the bylaws appear to specifically provide that while the committee chairs are required to attend board meetings "as requested", they are not board members (unless, of course, they happen to be a board member due to holding some other position).

"Standing Committee Chairpersons shall attend board meetings as requested, and must attend all General Meetings of the Organization in order to give reports for their committee. Committee chairs do not  have voting privileges for the Board of Director votes." (Bylaws, Section 5.01)

(It does appear that committee chairs are given temporary voting rights in some very limited circumstances, but that does not seem applicable here.)

Edited March 18, 2024 at 01:14 PM by Josh Martin

[Guest Cassandra]

@Josh Martin Thank you so much for your response! This is very helpful. Reading through the bylaws, I saw that we need to amend them in order to consolidate the two Chair positions. We are about to begin the process of accepting nominations and voting for the various positions that will serve the 2024-2025 school year. The cart seems to be before the horse, so to speak, because we need to consolidate the positions for the nominations and voting process ahead of the amendments. However, the positions for the coming year won’t officially start until June 1st. With that in mind, the amendments would take place before the new “board” begins their duties for 2024-2025.

The bylaws as they read now desperately need to be reworked and amended. I agree that it’s all quite confusing. They were written up several years ago under a Booster Club that was very new and figuring out things as they went along. These bylaws aren’t consistent and don’t really fit our needs now.

If you have a suggestion about the best way to go about revising these bylaws to make more sense or the best reference material for an organization like ours to model our bylaws on, I’d be happy to hear it. 
Thank you again!

[Gary Novosielski]

I'll put in my two cents on the subject.

Since you're probably talking about a full revision of the bylaws, you'll need to appoint a committee to work up a draft proposal.  RONR has a whole chapter (Ch. XVIII) devoted to bylaws which you should study.  Pay closest attention to §56, Content and Composition of Bylaws. It contains advice on forming the committee and a detailed breakdown of the various articles, their purpose, and what they should contain, which would be good advice for any organization.

There is a full sample set of bylaws included there.  I would advise comparing that sample with your existing bylaws side-by-side, noting where your bylaws vary from the standard.  Then evaluate whether that difference has been beneficial or problematic, given the experience you've gained over the time you've operated under the current bylaws. With the possible exception of different standing committees, there are surprisingly few truly necessary differences between the needs of a wide variety of organizations. 

In general, less is more.  Where rules already exist in RONR, repeating them in the bylaws is often counterproductive, especially if the repeat is actually an inexact paraphrase.  In a case where a committee member has an exciting new variation on the time-honored rules in RONR, my advice would be to have that member lie down quietly until the feeling goes away.  🙂

[Guest Cassandra]

@Gary Novosielski  Thank you so much for your two cents! That is all very helpful information. Especially that last bit 😁