Is your lodge planning to update its bylaws? If so, a current bylaw template (required) is available to lodges.
In addition, following is some information from Sons of Norway’s legal counsel that may prove valuable.
What is an executive board?
There is no “executive board” in Sons of Norway.
What are sub-committees of a board?
A board of directors, at any level, may choose to implement a sub-committee to administer to matters on behalf of the board as a whole. This often happens for special projects or matters that require attention between board meetings where it’s simply not efficient to engage the entire board. However, a board of directors may not convey it’s authority to such a sub-committee nor can the sub-committee operate contrary to the authority of the board under the Charter and Constitutions. Furthermore, any action taken by a sub-committee must be ratified by the board of directors. It is also common for all board members to be notified of an executive committee meeting and have the opportunity to participate – even if they are not a member of the committee.
What does the Charter and Constitution say about sub-committees at the local lodge level?
The reason there is no reference to an executive committee or executive board in the local lodge section of the CCP, is because such a board has no independent authority under the our bylaws. The local lodge board and the membership possess all governance authority as provided in the CCP. It is permissible for a board to appoint an executive committee, but as noted above, such a committee must have its action items ratified by the entire board. It is also recommended that the local lodge membership approve such a sub-committee or committees by amending the local lodge bylaws to set the parameters and charge of said sub-committees. Again, the rest of the board must be informed of the work done by these committees and approve any action items.
Can random meetings of randomly selected officers call themselves an executive board and/or meeting?
Again, there is no executive board nor does there exist the ability under the bylaws for a unilateral body to create its own governance authority. The local lodge bylaws rest all governance with the board of directors and the members. Should a sub-committee be established, it must be born from the board or membership by amendment of the bylaws. In addition, should such a committee be established, it cannot usurp the authority already granted to the board or to the membership under the bylaws. Furthermore, there can be no official meeting of the board or of the lodge without following the bylaws and procedures of Sons of Norway. Any meeting of a properly formed sub-committee is not an official meeting of the board because any action of the committee must be ratified at an official meeting.
Also, any reference to executive officers in the installation procedures is intended to reference officers of the board (President, VP, etc.). This reference is not intended to suggest that there exists an executive board that has independent authority from the board of directors.
Can distributing proposed bylaw revision text be ignored or truncated in some manner?
Local lodge bylaws must be approved by a two-thirds vote of the lodge members present at an official lodge meeting. These proposed changed must be in writing and read at a prior lodge meeting. There is no other process for approval and the Sons of Norway CEO and Legal Counsel will not approve these bylaw revisions unless they are accompanied by a copy of the lodge meeting minutes illustrating this process. Again, any process that deviates from these procedures is not valid and will not receive the required approval. With respect to notice, simply publishing proposed bylaw changes in the minutes is not sufficient notification because those minutes are not distributed to all members.
Can a lodge have sub-committees?
It is permissible for your lodge board of directors to appoint a sub-committee to handle special projects or operate between board meetings. However, this sub-committee or executive committee has no unilateral authority and must have all action items approved by the entire board. Further, the lodge cannot delegate or deviate from the established governance authority granted to the board and the membership in the bylaws.
Is notification through the minutes and/or posting by-law changes at the lodge sufficient?
Every member must have notice of proposed bylaw changes and the meeting date when they will be acted upon. I do not believe proper notice is offered through minutes that are not distributed to all members or are posted at the lodge because it is likely that not all members will view and have the opportunity to properly evaluate the posting.