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what do theses bylaws actually mean?

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These are from our non-profit's bylaws:
Article 111A. The Corporate powers of the Corporation shall be vested in and the affairs of this Corporation shall be conducted by the Board of Directors.
Article 1VA. The President shall chair all meetings of the Corporation and shall see that all directives and resolutions of the corporation are effectuated. The President shall also be responsible for developing and presenting an annual report of the affairs of the Corporation at the annual meeting held at the close of his/her term.
1. I'm new to bylaws, what does this mean?
2. According to these bylaws, who makes the decisions, the President or the Board of Directors? What does RONR say?

Hi Laurie,
This is a good question. Bylaws give certain powers to officers, boards and members. The first article you stated is considered a general bylaw. It states that the "affairs" or meetings of the corporation shall be conducted by the Board of Directors. Since you have not stated anything about members having powers, it may mean that the Board makes all the decisions for the corporation. The second bylaw quoted is specific. It states that the president shall shall presided at the meetings. That means he conducts the meetings. He does not make all the decisions. According Robert's Rules it means that he and the secretary prepare the agenda. He calls the meeting to order, sees that the agenda is carried out, assigns the floor to those who want to make motions, he repeats the motions and asks for discussion and takes the vote. According to your bylaws it states that he see that all motions adopted are carried out. Then it says that he must present an annual report of what has happened during his term to the members at the annual meeting. I assume that he has a one year term.

Hope this helps.


Little Ben

Question submitted by Laurie on Dec 11, 2014