Advertise on ChoralNet 
ChoralNet logo
The mission of the ACDA is to inspire excellence in choral music through education, performance, composition, and advocacy.

Formation of the Board of Directors (adding and dismissing directors)

We have a new president who claims it is the President who selects the members of the board and that this is typical for boards.
Of course, this does not include the 4 elected positions (Pres, VP, Treasure, Secretary) described in the incorporation papers.
This assertion is for the other 1-10 board members.
Unfortunately, our by-laws do not describe how the additional board members are added to the board, thus providing room for our President to make such assertions.
 
So the question is:  Is it truly "typical" for community music corporations to give the President the role of selecting all other board members other than the executive board?
It seems atypical from my experience.
My experience is that at a minimum the rest of the sitting board must approve changes to the board membership.
 
The question arises because the President has also asserted that this privilege gives the President the right to unilaterally dismiss anyone on the board (except the 3 other elected board members).
Replies (8): Threaded | Chronological
on June 29, 2014 3:40am
This is absolutely uncharacteristic. Your by laws should include provisions for both how board members are elected and can be removed, and there also needs to be language about how a vacant position can be filled if a board member resigns or is removed. The most typical ways I have seen board membership elected is that either the membership (as defined by bylaws) elects folks to the board, or the board itself elects members to the board. I have never heard of a one-person appointment committee. If you need sample bylaws language, I'm always happy to share, and happy to consult by phone.
Applauded by an audience of 2
on June 29, 2014 4:54am
How have the "other" board members been selected in the past?  If history is on his/her side, it'll be tough to argue otherwise.  On the other hand, if they are "at-large" members chosen by the membership at large, oops! so much for the President's assertion.  Your description, while far from complete, makes me tend to think that history, at least for now, is on the side of the President.  It may, however, be time for a clarification of that position in the by-laws, and that SHOULD be a matter for open and general discussion among the membership.  This situation as asserted allows one individual far too much power to "pack" the Board with his/her adherents, which is never healthy for any organization.  In my experience, additional board members have been elected as part of the general slate, or those are appointed for specific board positions for a term, without the right of a single board officer (president or otherwise) to remove them without a general vote of the board.  Sounds to me like you have an incipient dictator-for-life situation!  I would also check the by-laws to see if there were some provision for removing an elected board officer by a general vote - i.e., a recall election.  Might be instructive for the president to realize that such dictatorial actions, even if not prevented by specific by-laws, can have negative effects to him/her as well.
 
Ron
on June 29, 2014 9:16am
First, I will acknowledge that the by-laws are deficient. There are only provisions for how to replace a board member due to resignation, not how to add or remove board members. This is being worked on.
Regarding the past, it has always been hard to get members to serve on the board, so when someone expressed interest or the board identified someone with potential, that member was approached and if he/she showed interest, that person would be added to the board. Most of the time the board would actually take a formal vote to approve the addition and it was always unanimously approved as far I can remember, since all the discussion about suitability would have already occurred through back channels.
 
on June 29, 2014 12:27pm
If there is more than institutional memory involved here, Jim, but actual minutes from prior board meetings (a MOST valuable resource, as I have found to my own interest) that describe the process of the Board voting AS A BODY to accept/appoint a new member to the Board, that should put paid to any attempt by any officer of the Board to unilaterally appoint to his/her own interest.  Kathy's comments are spot on (below), and it's clear that you know what the deficiency is, anyway, so we needn't belabor that matter.  This requires the utmost transparency and open discussion possible, and immediately - not soon, but yet (to quote Dr. Henry Spooner - but in this instance, it's absolutely accurate - "not soon" - but sooner than soon).
 
Ron
on June 29, 2014 10:28am
If there is no by-law stating the President can do this, than I would talk about it openly at your next Board Meeting and propose a vote to block President-only appointments for the next year.  Then, propose to put in place to change in the bylaws quickly to rectify the practice.
 
We had this problem with our Board for many years and only now are we starting to become more equitable and accountable by an all-board approval system.  Before, it seemed like a sorority atmosphere and not only was it mismanaged, the tension, etc. was awful!
 
It's obvious to most that it is not a fair and equitable way to manage a Board or an organization--to let a President make arbitrary appointments and no agreement by all Board Members or potential volunteer members--so if you bring it out in the open everyone will agree most likely (except the President).  It does not set a good precident to let it go, so you must act at your next Board Meeting.
on June 29, 2014 12:06pm
My husband is on the board of a performing arts organization (not a choral ensemble, but an orchestra).  They have about 30 on their board of directors, including the prez, veep, treasurer and secretary.  They have a nominating committee and before their annual meeting, they present the list of new potential board members to the executive board (all four officers, immediate past prez and committee chairs).  It used to be a once a year affair, but now, it is when there is a vacancy (reasons for leaving before their terms were up being board member moving, can't do it any longer due to illness or?), the person is replaced and the nominating committee presents the name to the ex. board. They had one year when folks were moving, were ill or there was the death of a spouse, and it just really lowered their numbers dramatically when they needed the full 30 members.
 
Instead of a committee, you could have a nominating officer, with suggestions from other board members, with the new members having to be approved by the board in general, not just the President.  The board is the group who are the *worker bees* for your organization and not an instrument of power for the president. If the president wants to be the sole person choosing the board, then he/she is opening themselves to all sorts of criticism when they don't do their jobs.......I wouldn't want to be blamed when stuff doesn't get done! And what would constitute a board member dismissal as well?  That little tidbit would worry me.
 
Marie
on June 29, 2014 2:23pm
Jim, your board president is completely mistaken. Any action of any nonprofit board must be taken by a vote of a quorum of board members. No individual board member gets to take action the way your president is claiming, unless your by-laws are extremely weird. 
 
Look at (or better, join ASAP) Chorus America (www.chorusamerica.org), which has a great resource called "Managing the Successful Chorus." It deals with exactly the stuff you're talking about.  Long-term, you will want to have a Nominating Committee or Board Development Committee whose job it is to assess and vet potential board members. Your President may have ideas about who would be good, but everyone else does too.
 
--Jonathan
Applauded by an audience of 2
on June 30, 2014 7:24am
If your organization is formally incorporated your state will probably have regulations that establish minimum procedures for the selection of board members. Non-profit organizations might be more strictly regulated. It is not at all "typical" that board members are selected by the CEO.
  • You must log in or register to be able to reply to this message.