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Hello - I am struggling to figure out if our Board of Directors is able to appoint Committees to work on various projects.  We are a small Board of 10 who meets monthly.  We report to the general membership once a year.  We want to appoint committees - both standing and special - who would work on projects and report to the Board.  The Board would in turn vote on recommendations, then report to the annual membership, so the Committees don't have actual power.  Is this allowed, or do we need to have the general membership vote in the Committees.  The bylaws give the President the power to appoint Committee Chairs, but they are silent on anything else.

 

Expertise here is sorely needed!  Thank you!

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"As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board."  RONR (11th ed.), pp. 484-485

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Hello - I am struggling to figure out if our Board of Directors is able to appoint Committees to work on various projects.  We are a small Board of 10 who meets monthly.  We report to the general membership once a year.  We want to appoint committees - both standing and special - who would work on projects and report to the Board.  The Board would in turn vote on recommendations, then report to the annual membership, so the Committees don't have actual power.  Is this allowed, or do we need to have the general membership vote in the Committees. 

 

The board could certainly create special committees to report to the board. If the bylaws already define certain standing committees, however, additional standing committees cannot be created except by amending the bylaws. If the bylaws do not establish any standing committees, then the board could create standing committees as well.

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The board could certainly create special committees to report to the board. If the bylaws already define certain standing committees, however, additional standing committees cannot be created except by amending the bylaws. If the bylaws do not establish any standing committees, then the board could create standing committees as well.

 

However, if the bylaws specifies that the standing committees of the society are x, y, and z, and also further permit the BOD the authority to appoint additional standing committees, then a bylaw amendment isn't necessary.

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The board could certainly create special committees to report to the board. If the bylaws already define certain standing committees, however, additional standing committees cannot be created except by amending the bylaws. If the bylaws do not establish any standing committees, then the board could create standing committees as well.

 

I am having trouble finding where in the rules a board can create standing committees if the bylaws do not specify certain standing committees. This is quite surprising to me.

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Thank you for the page numbers, but I am still confused as to how if there is no mention of standing committees in the bylaws, a board can make them.

 

pp. 578: "In any case, if a standing committee is to have standing authority to act for the society without specific instructions, if business of a certain class is to be automatically referred to it, or if some other rule of parliamentary procedure is affected by the committee's assigned function, such procedure must be prescribed in a provision of the bylaws or in a special rule of order, establishing the committee by name."

 

What confuses me there is that it seems like the special rule of order would have to be adopted by the society, not the board.

 

pp. 580: "If no article on committees is included in the bylaws, standing and special committees are established as directed by the society."

 

To me this seems that it is pretty clear that the membership and not the board would establish the committees, or at least need to authorize the board to do so.

 

Sorry if I am missing a key line that would clear this up.

 

 

 

 

 

 

 

 

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 pp. 578: "In any case, if a standing committee is to have standing authority to act for the society without specific instructions, if business of a certain class is to be automatically referred to it, or if some other rule of parliamentary procedure is affected by the committee's assigned function, such procedure must be prescribed in a provision of the bylaws or in a special rule of order, establishing the committee by name."

 

What confuses me there is that it seems like the special rule of order would have to be adopted by the society, not the board.

 

Actually, that may be somewhat correct. A board could not create a committee with standing authority to act for the board unless authorized by the bylaws (RONR, 11th ed., pg. 484, line 30 - pg. 485, line 1). Additionally, a board is limited in its ability to create special rules of order in general, since such rules may not conflict with any of the rules of the society - including the parliamentary authority (RONR, 11th ed., pg. 486, lines 17-19). A board's standing committees will generally not fall under the types of committees described in that citation.

 

pp. 580: "If no article on committees is included in the bylaws, standing and special committees are established as directed by the society."

 

To me this seems that it is pretty clear that the membership and not the board would establish the committees, or at least need to authorize the board to do so. 

 

This refers only to committees of the society. The board has the authority to establish committees of the board. See RONR, 11th ed., pg. 485, lines 1-4; pg. 485, line 30 - pg. 486, line 9.

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