Section 3.1.1 a Clearer Explanation

I’ll try to help with this. I will hyperlink my sources for others to follow.

Statement of contention,
Section 3.1.1 President
The President shall perform such duties as the Board of Directors may delegate. (source)

This section states that the office of the president within our corporation is setup so as to require the president to perform duties delegated from our Board of Directors. This clause does not give the office of president the ability to perform duties not delegated to the office by the Board of directors.

If you step back to section 3.1 you will get the broader definition of what is takes to become an officer in our corporation as well as who decides what you can do with your power as an officer.

Section 3.1 Offices

  1. The Board of Directors may appoint by resolution officers that perform regular management of the corporation.
  2. The President shall not also be appointed as Secretary.
  3. The duties preformed by officers will be determined by the Board of Directors.

The first clause states that the Board of Directors appoint officers based on resolution of the Board. As this section does not allow any other group to assign officers, only the Board of Directors can do this.

The second clause states that the president can’t also be the secretary. This is because the secretary records the resolutions of the board, while the president is required to follow the resolutions of the Board. By separating these positions we take away the ability of the president to also control the official record of what they are required to do for the corporation.

The third clause explains what an officer of the corporation is allowed to do. The duties preformed by officers will be determined by the Board of Directors. This means that an officer can not define their own duties, unless they have been allowed to by the Board of Directors.

So in the end there is not a clause in our bylaws that says that the president can act on behalf of DMS in a manner not decided through resolution of the Board of Directors.

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