Division of the Boards

[Guest maryjo]

I am the Parliamentarian for a Philanthropic Organization that also has a social focus. Our Executive Board is elected by our general membership, the executive board then appoints the chair persons of our standing committees forming our general board.

Our current Constitution and By-Laws define the Governing Body as Executive Board and the Chair of each standing committee, our constitution states that administration shall be conducted by an Executive Board. Our constitution and by-laws have many conflicting and gray areas and needs revision. As I understand our constitution this is the job of the Executive Board as part of club administration however there are members of the General Board that feel the entire board should be involved in the process. Given the objections to how this matter has been handled I have suggested a committee for this comprised of an even number of members from Executive Board, General Board, and General Membership.

Am I wrong in my thinking on the Executive Board power?

Is an Executive Board subordinate to a General Board that they appointed? or rather does the Executive Board, voted by the membership, have to run all business of the organization through the General Board that was appointed by the Executive Board?

[hmtcastle]

Our current Constitution and By-Laws define the Governing Body as Executive Board and the Chair of each standing committee

Is an Executive Board subordinate to a General Board that they appointed? or rather does the Executive Board, voted by the membership, have to run all business of the organization through the General Board that was appointed by the Executive Board?

Your refer to a "Governing Body" and a "General Board". Are these the same entity?

[Josh Martin]

I am the Parliamentarian for a Philanthropic Organization that also has a social focus. Our Executive Board is elected by our general membership, the executive board then appoints the chair persons of our standing committees forming our general board.

Our current Constitution and By-Laws define the Governing Body as Executive Board and the Chair of each standing committee, our constitution states that administration shall be conducted by an Executive Board. Our constitution and by-laws have many conflicting and gray areas and needs revision. As I understand our constitution this is the job of the Executive Board as part of club administration however there are members of the General Board that feel the entire board should be involved in the process. Given the objections to how this matter has been handled I have suggested a committee for this comprised of an even number of members from Executive Board, General Board, and General Membership.

Am I wrong in my thinking on the Executive Board power?

Is an Executive Board subordinate to a General Board that they appointed? or rather does the Executive Board, voted by the membership, have to run all business of the organization through the General Board that was appointed by the Executive Board?

This question has much more to do with your rules than the rules under RONR. You'll have to look to your Constitution and Bylaws to determine the relationships between these bodies and what authority they have. (RONR, 10th ed., pg. 465, lines 26-30) The typical setup is General Membership -> Board of Directors (General Board) -> Executive Committee (Executive Board). Your setup does not, however, appear typical. When you revise the Bylaws, you might want to rename the General Board to avoid any confusion.

[Kim Goldsworthy]

Am I wrong in my thinking on the Executive Board power?

Is an Executive Board subordinate to a General Board that they appointed?

Or rather does the Executive Board, voted by the membership, have to run all business of the organization through the General Board that was appointed by the Executive Board?

Unknown.

Most organization have exactly one board, if they have any board at all.

You have two boards.

Since you have two boards, and since all board start off life as powerless creatures, the answer to the question of "Which board is subservient to which board?" is to be answered by reading your bylaws.

One's bylaws is where you empower your (various!) boards, and where you define the relationship of who reports to whom.

I assume you created your various boards for a REASON.

That "reason" better lie in the duties and responsibilities which your bylaws doled out to each party.

Hey! You didn't ask about the general membership, and how much of this power resides with them. That is yet another wild card variable.

[Gary c Tesser]

I suspect that the eminent and venerable graybeards who have responded thus far to Guest maryjo's question have been distracted by the confusing details from what the real question is-- and it's "questions".

I think the questions are really, who should, or who is allowed, to propose changes -- or a full revision -- to the bylaws. And the answer is, ANYONE. Unless maryjo's bylaws have some really psychotic provisions, anyone can propose changes. This is arguing about nonsense.

Not to say it won't happen. When I was in the Lunarians (New York Science Fiction Society) not too long ago (until the board hijacked the club), and it was generally perceived that in some glaring respects the bylaws were dysfunctional, at one point the board decreed that they would undergo a drastic revision of the bylaws, which they would humbly, or proudly -- people do this at the same time, I don't get it -- present to the club; until which time, we should not mess around squabbling interminably about the bylaws piece by piece. So after a few months, as difficulties arose because of the idiotic provisions, members started proposing individual bylaw changes again, each of which would remove one more impediment to smooth functioning of the society. Well! Any such proposal was shot down with an uproar, that tinkering with the bylaws now would throw all the painstaking, months-long work by the selfless tireless humble (not "proud" here -- I think I got this part) in the river.

So. What maryjo's organization needs to be concerned with is that amending the bylaws must be in accordance with the procedure that the bylaws have for amending them. Anything else is turf-squabbling. It's not about the board, and the general board, and the executive board, and yadda yadda yadda.

[Guest maryjo]

I suspect that the eminent and venerable graybeards who have responded thus far to Guest maryjo's question have been distracted by the confusing details from what the real question is-- and it's "questions".

I think the questions are really, who should, or who is allowed, to propose changes -- or a full revision -- to the bylaws. And the answer is, ANYONE. Unless maryjo's bylaws have some really psychotic provisions, anyone can propose changes. This is arguing about nonsense.

Not to say it won't happen. When I was in the Lunarians (New York Science Fiction Society) not too long ago (until the board hijacked the club), and it was generally perceived that in some glaring respects the bylaws were dysfunctional, at one point the board decreed that they would undergo a drastic revision of the bylaws, which they would humbly, or proudly -- people do this at the same time, I don't get it -- present to the club; until which time, we should not mess around squabbling interminably about the bylaws piece by piece. So after a few months, as difficulties arose because of the idiotic provisions, members started proposing individual bylaw changes again, each of which would remove one more impediment to smooth functioning of the society. Well! Any such proposal was shot down with an uproar, that tinkering with the bylaws now would throw all the painstaking, months-long work by the selfless tireless humble (not "proud" here -- I think I got this part) in the river.

So. What maryjo's organization needs to be concerned with is that amending the bylaws must be in accordance with the procedure that the bylaws have for amending them. Anything else is turf-squabbling. It's not about the board, and the general board, and the executive board, and yadda yadda yadda.

[Guest maryjo]

Thank you for your input.

I have spent the day reviewing our Constitution and By-Laws and would have my answer if it were not for our Constitution contradicting itself giving the responsibility of administration to the Executive Board, then stating that the Governing Board will be responsible for the direction, organization, and operation of the club.

Is there a rule of order for this?

[Kim Goldsworthy]

I have spent the day reviewing our Constitution and By-Laws and would have my answer if it were not for our Constitution contradicting itself:

• giving the responsibility of administration to the Executive Board, then

• stating that the Governing Board will be responsible for the direction, organization, and operation of the club.

"Yikes!"

Armed only with Merriam-Webster's dictionary, I consider (a.) "administration" and (b.) "direction, organization, and operation"; to be synonyms!

Is there a rule of order for this?

No.

You have contradictory language in your constitution. So RONR will be of no direct use.

You will have to resolve your contradiction using logic and grammar, not parliamentary procedure directly.

Is an Executive Board subordinate to a General Board that they appointed?

or rather does the Executive Board, voted by the membership, have to run all business of the organization through the General Board that was appointed by the Executive Board?

(To repost your original question.)

Either yes or no.

But no page in RONR will affirm nor negate either interpretation.

[SaintCad]

In a case like this, would the later bylaw provision supercede the earlier one as if it were an amendment?

[Kim Goldsworthy]

In a case like this, would the later bylaw provision supercede the earlier one as if it were an amendment?

No.

Unlike "ordinary acts of the society" (the technical term in RONR), bylaws do not have a heavy-before vs. light-after relationship between the ages of rules.

All bylaws are equal.