communication department

Q: The Model Chapter Bylaws frequenty refers to "Chapter Directors." We have never had directors and, to my knowledge, neither do any other chapters. In fact, I was once told that STC doesn't want chapters to have directors because that might cause some confusion with Society-level directors. Why was this changed?

A: The term "directors" is the standard legal term used for those who comprise the ruling body and have the fiduciary responsibility for any nonprofit organization, whether on the international, national or local level. Generally the ruling body is called the "Board of Directors."

STC's tradition has been to use the phrase "Administrative Council" to refer to the ruling body of a chapter instead of using the phrase "board of directors." This was done in order to distinguish chapter boards from the Society's board of directors. Unfortunately, the term "administrative council" has no clearly agreed upon legal definition. However, the Bylaws Committee decided that it would follow STC's tradition and continue the use of the term "administrative council" for chapters' ruling bodies.

But the Bylaws Committee also determined it was important to point out that anyone on a chapter's administrative council is a "director" in terms of having the legal responsibilities and personal liabilities of a director. Therefore, the STC chapters need to call the members of the Administrative Council by the term "director" to underscore that they are directors in a legal sense.

Chapters can choose to amend your bylaws to use the term "director" or not. However, even if a chapter does not call members of distractive councils "directors" they still carry the legal responsibilities of a director.

Q: Are chapter officers also considered directors?

A: Yes, chapter officers are automatically directors.

Q: Our chapter has a president, vice president, secretary, treasurer, and immediate past president. All of these are listed as officers. Why do the model chapter bylaws only list three officers?

A: The model chapter bylaws indicate that there must be at least three elected officers. This is the minimum required by New York state law where STC is incorporated. Chapters may have as many officers as they wish. However, one problem with having many elected officers listed in the bylaws is when chapters find that they cannot find candidates for all of the positions. If they do not elect someone for these positions, they are technically in violation of their own bylaws. That is why the model chapter bylaws just mentions the three that are required but also provide language that chapters "from time to time" can elect other directors.

Q: Our chapter's administrative council is composed only of the three officers and no others. Is this okay?

A. Yes, this is fine. In fact, this may be the best approach since it helps streamline decision making. The important point is that members of the Administrative Council understand that they are "directors" and therefore have fiduciary responsibilities. Some chapters may choose to limit the "directors" to the three officers with the rest of the administrative council being advisory so that the legal responsibilities are limited solely to the officers.

Q. Our chapter bylaws list the Immediate Past President as an officer and there are specific duties that position must do. Our Immediate Past President has resigned from the position. What should we do?

A. You may ask the next most immediate past president to fill the position and if he or she is unable or unwilling to do, you may continue to ask past presidents in order of most recent to least recent to fill in that position. However, if you cannot find anyone who has been a past president willing to serve in this position, you will have to leave the position open. Technically, however, you will be in violation of your own bylaws and you may wish to amend the bylaws so that this position is optional.