1. of the GrandLodgeStatutes
Guide For Board
Of Directors
—Section16.020—
of the GrandLodgeStatutes
Fidelity
Brotherlylove

2. This presentation is to give an overview of corporate organization and operation.
It is directed at general not for profit corporations as applied to Tennessee Elks corporations within which all Lodges operate.
All corporations are governed in Tennessee, under T.C.A. title 47, but the Elks have a further set of rules and guidelines found in the Laws of the Order Section and

3. Background
The members of Lodges have a right to select the business entity under which they operate. It is to the benefit of Tennessee Elks Local Lodges to incorporate for restriction of liability and without impact to their blanket exemption under the Internal Revenue Code Section 501.
Corporations are legal entities unto themselves. The possess the legal power to sue and be sued, to be taxed, and to exist in perpetuity (until dissolved). Corporate liability extends only to the assets of the corporations. The shareholders, member, Board of Directors and Officers do not share the liabilities of the corporation.

4. DIRECTORS VS TRUSTEES
In 2011, at the annual convention, Elks members voted to make one word change to the Statute I mentioned GLS , changing “may” to “shall”. With this change the practice then in place to have the Lodge Trustees perform control over the property of the Lodge was merged into the Board of Directors. Technically the Board took over the duties assigned the Trustees by the Laws of the Order, specifically, GLS
See , for a complete explanation of the various duties of the Trustees. In practice, the Trustees (often called the Board of Trustees) are members of the Board so they still a part of their original duties, but the Board also adds the four chair officers to the now Board of Directors. The Lodge is still governed and controlled by members.

5. OBLIGATIONS OF THE BOARD
Prior to formation the area member of the Committee on Judiciary must review
and approve the corporate documents for compliance with the Elks requirements
2. All members in good standing are members of the corporation
3. In February annually, new Officers are elected, the four chair officers and the Trustees are by virtue of their offices are the Board of Directors of the corporation
4. The new Board shall elect a Chairman and Secretary amongst themselves.
5. The Board members retain their positions which they have in the Lodge
6. In general terms the Board makes decisions at meetings and notice is given the membership of meetings which shall have a quorum present, and the chair votes

6. OBLIGATIONS OF THE BOARD (CONTINUED)
7. Chairman must attend all District Deputy clinics, but if the Chairman is unable then the Leading Knight shall take his place and another member attends also
8. The Board controls the property, funds, and investments of the Lodge, but subject to the approval of the Members. It may not spend w/o approval of the Members, and even if certain amounts were approved as part of the Lodge budget any actual expenditure of such amounts must still be brought to the Members for approval. The Board acts at the direction of the Membership. The Board must also be aware of the reporting and approval of GLS , under which the Local Lodges must seek Board of Grand Trustees approval
9. The Board must present a budget not later than the last meeting in April. It is not an authorization to spend money, but a limitation on spending funds of the Lodge

7. OBLIGATIONS OF THE BOARD (CONTINUED, 2)
10. The Board has no authority of the operation of the club facility. See GLS
11. The Board may/maynot oversee facility rentals depending on arrangement of the
Club manager and House Committee, and it is part of the operating budget
12. Conduct an annual inventory of Lodge property to assess conditions and urged to take a video in case of catastrophic loss
13. Hold monthly meetings with notice to the membership so they can attend. Minutes must be taken and approved; until approved the acts within the minutes they have no impact and remain under the Jurisdiction of the Board
14. If Lodge by-laws designate the Trustees as managing body of the club then the Trustees (only) serve in that position

8. OBLIGATIONS OF THE BOARD (CONTINUED 3)
15. It is important that the Board remain a separate entity
16. Maintain an Accident Prevention Program and designate a Manager
17. The Board has little control over employee relations and hiring/firing
18. The Board must not obstruct the Audit and Accounting Committee
19, The Board must monitor budgetary compliance
20. Mindful and respect other officer’s duties

9. HOW DOES GLS RELATE TO ?
In a Lodge that has incorporated the Board of Directors takes over the
Duties of the Trustees (often called the Board of Trustee. The Board
Of Directors may be assigned further duties as may the Board of
Trustees so long as the duties do not conflict with the statutory duties
of either group.
ANY QUESTIONS?