Over the years I have served on many non-profit boards as a Board of Director and as I gain experience as an officer. I do this because I like to help organization do their best. Recently I saw posts on the internet about the USDBF and how their officers were not handling a situation correctly. It seems that members of regional organization were looking to the USDBF officers to quickly handle an issue that was very important to them. The members kept pushing the officers to handle things and nothing seemed to be moving.
I did some more digging in how the USDBF works and based on what I saw in their bylaws; the officers are subservient to the Board of Directors (BOD) who manage the business and the affairs of the corporation.
You can read more in the USDBF ByLaws here: Ammended USDBF PA Bylaws 2015-11-16
Bylaws are not the easy to read so I have pulled out the most important thing when it comes to who has the power and authority in the USDBF.
Section 8.01(a)(i) (“All powers granted to the Corporation under the Law or otherwise vested by law in a Pennsylvania nonprofit corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.”)
Currently Each USDBF Region appoints three directors, so there are a total of 12 directors. Directors elect officers. The officers are accountable to the board of directors and the directors are accountable to the members of the USDBF, the Regions. Officers only have such authority as granted by the Board of Directors. The officers do not control what is going on. The Board of Directors set policy; officers carry it out. Officers are subservient to the Board of Directors.
If you read further you can see that the Powers and Duties of the officers (placed below) also make it clear that the Officers are subservient to the Board of Directors.
Article X – Powers and Duties of Officers
Section 10.01 The President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject however, to the control of the Board of Directors. The President shall preside at all meetings of the Regions and the Board of Directors and shall sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by statute or by these Bylaws, to some other officer or agent of the Corporation. The President shall be ex-officio participant of all committees without the right to vote, unless the President is a Director, in which case the President shall have the right to vote by virtue of the President’s position as a Director and shall have the general powers and duties of supervision and management usually vested in the office of President, and such other duties as from time to time may be assigned by the Board of Directors.
Section 10.02 The Vice President. The Vice President or, if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President. The Vice Presidents, respectively, shall also perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. There shall initially be a First Vice President and a Second Vice President.
Section 10.03 The Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the Regions and of the Board of Directors and shall record all votes of the Regions and of the Directors and the minutes of the meetings of the Regions and of the Board of Directors and of committees of the Board in a book or books to be kept for that purpose. The Secretary shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law and shall be the custodian of the seal of the Corporation, if the Corporation has adopted one, and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal. In general, the Secretary shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 10.04 The Treasurer. The Treasurer or an Assistant Treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation. The Treasurer shall deposit all funds in the Treasurer’s custody as Treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate and shall, whenever so required by the Board of Directors, render an account showing all transactions as Treasurer and the financial condition of the Corporation. In general, the Treasurer shall perform all duties incident to the office of Treasurer, and such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 10.05 Assistant Officers. Each assistant officer shall assist in the performance of the duties of the officer to whom the assistant officer is assistant and shall perform such duties in the absence of the officer. Each assistant officer shall perform such additional duties as the Board of Directors, the President or the officer to whom the assistant officer is assistant may from time to time assign the assistant officer. Such assistant officers may be given such functional titles as the Board of Directors shall from time to time determine.
After learning this I thought it would help if the USDBF members knew how to share their concerns and thoughts with the Board of Directors to ensure their voice was heard.
The first avenue is to go to the USDBF Contact Us page. I have placed a link below to direct you straight there.
This is a contact form that sends an email into the machine. Usually these emails are sent to either 1 person or a committee who then forward the message on.
The fastest way to reach the USDBF Board of Directors is through the member regions themselves as they are the Board of Directors. I researched the best avenues to contact your regional representative to let your voice be heard.
- Email addresses provided on page
- Email addresses provided on page
- Email addresses provided on page
Remember that most of these organization are run by people that are volunteering their time when others would not. I know that most of them are doing their best and are truly doing what they think is right for the organization. Not giving them an excuse for poor performance or an out. I just think we should all consider this when we are working with volunteer organizations that are always looking for help.