“Section 1 – General

“The Executive Committee shall consist of the President, President-Elect, Vice President, Secretary-Treasurer, and Immediate Past President … The Executive Committee shall have and may exercise all the authority and powers of the Board of Directors during the interim periods between meetings of the Board of Directors. The Executive Committee shall inform the Board of Directors of any actions taken by the Executive Committee during such interim periods. In no event shall the Executive Committee have the authority to modify or rescind any action taken by the Board of Directors.*

“Section 2 – Quorum and Voting

“A majority of the voting members of the Executive Committee shall constitute a quorum. Any action taken by the Executive Committee, at a meeting at which a quorum is present, shall require the approval of at least three (3) members of the Executive Committee. ** Members of the Executive Committee may participate in any meeting by conference call or other electronic communication media, and such participation shall constitute presence in person at such meeting.”

There sure are lots of “shalls” in this section of the bylaws, aren’t there?

* There’s no provision that any of us here at WUNCRA can find in the bylaws that allows the Board of Directors to rescind any action taken by the Executive Committee. We could be wrong, though.

** Yes, the president of NCRA while sipping wine in sunny Wisconsin can gather two of her best friends — if they happen to be, say, the immediate past president and the vice president – and form a quorum to exercise all of the powers of the Board of Directors between meetings!!! We’re wondering if the secretary-treasurer and president-elect even need to be notified that an Executive Committee has been called.

Wake Up, NCRA!
Frank N. Sense

P.S. Please send this to ten NCRA members so that they can know that their association can be run by three people while on a conference call sipping wine, too.