can assembly powers be delegated to individuals

[Trina]

Assuming that a board has the authority to make spending decisions with regard to a certain pool of money, can the board vote to set a policy for itself which delegates this authority to several members acting outside a meeting context?

Our board has the authority to administer a small 'member assistance' fund; organization members may request help from this fund as needed. Requests, although rare, tend to come in between board meetings, and are sometimes urgent. The board recently voted to set a policy for itself, authorizing our president and treasurer to act on smaller (below a defined $ amount) requests immediately, outside of a board meeting -- other board members are to be notified promptly for possible phone or e-mail feedback, but no board vote is required to authorize the expenditure.

Can a board adopt such a rule for itself? Is this analogous to appointing a committee with power (even though the motion establishing the rule didn't say anything about a committee)? If the general membership simply said 'you, the board, have authority to administer this fund,' is there anything wrong with the board making such a rule for itself, governing the details of administration?

I admit I'm still fuzzy on the rights of an assembly (especially a subordinate assembly, which our board definitely is) to make up its own rules in such a circumstance.

[Dan Honemann]

"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, 10th ed., p. 467-68).

[Trina]

"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, 10th ed., p. 467-68).

Who decides on how specific the instructions need to be? Can a committee of the board have some power to make decisions and take action accordingly, as long as the committee is following clear instructions from the board, and reports to the board on its actions? The statement that '[a board] cannot empower a subordinate group to act independently in its name' appears to say that a board really can't create any committee with power (failing authorization 'by the bylaws,' etc.) -- is that an accurate reading?

[hmtcastle]

Who decides on how specific the instructions need to be?

I think what the cited text means is that the board can not say to a subordinate group (or individual), "You can do anything we can do", but the board can say, "You can do this".

It might be analogous to the distinction between an employee and a independent contractor, a distinction the IRS is continually fine-tuning. In other words, there may be no hard and fast rule.

In the end, as usual, it's the general membership that decides if things have gone too far.

[Dan Honemann]

As best I can determine from what has been posted, the general membership has entrusted to its board the authority to decide when, to whom, and in what amounts, distributions from this "member assistance" fund are to be made. Based upon what has been posted, it seems rather clear to me that, under the rules in RONR, the board may not delegate to anyone else its authority to make these decisions unless the general membership has authorized it to do so.

[Gary Novosielski]

As best I can determine from what has been posted, the general membership has entrusted to its board the authority to decide when, to whom, and in what amounts, distributions from this "member assistance" fund are to be made. Based upon what has been posted, it seems rather clear to me that, under the rules in RONR, the board may not delegate to anyone else its authority to make these decisions unless the general membership has authorized it to do so.

Dan,

I remember reading somewhere (not in RONR) that power can be delegated, but responsibility cannot.

I thought I understood the concept of a committee "with power" to carry out the will of the assembly. There's an obvious analogy with a board of directors, but sticking to committees: Are you saying that if (a majority of) a committee with power believes that it can best accomplish its task by the expedient of empowering a subcommittee to act, that this is an option not open to them, unless the assembly explicitly granted them the right to form subcommittees with power?

It seems to me that if the assembly granted them power, and RONR granted them the right to form subcommittees, it's not a stretch to think they might use both authorities together. If they can act directly, can't they also act indirectly? Can a committee hire a complete stranger to paint the clubhouse, yet not empower a subcommittee to paint it?

And is this so different from a board (with certain powers, but not others) that wishes to form a committee of the board and delegate to it a subset of such powers as it properly has?

[hmtcastle]

It seems to me that if the assembly granted them power, and RONR granted them the right to form subcommittees, it's not a stretch to think they might use both authorities together.

I think Mr. Honemann focused on the first part of the cited text (the things the board can not do). But there's also the second part of the cited text; the part after the "but":

any board can appoint committees to work under its supervision or according to its specific instructions

To use my employee/independent contractor analogy (which I'm becoming increasingly fond of), the board could delegate a committee to paint the clubhouse red but it cannot authorize a committee to do whatever it wanted with the clubhouse.

[Dan Honemann]

Dan,

I remember reading somewhere (not in RONR) that power can be delegated, but responsibility cannot.

Try reading what is said in RONR instead (and since it might help, also the second full paragraph on p. 248 of PL).

[Kim Goldsworthy]

(and since it might help, also the second full paragraph on p. 248 of PL).

Excerpt from page 248 of "Parliamentary Law" (1923):

While a board cannot appoint an executive committee, unless so authorized by the bylaws of the society, or turn over its powers to an officer or committee, it may appoint committees to investigate and report, or to carry out an order of the board. The society has intrusted the board with the responsibility of administration, with the understanding that a majority of the members must meet to decide questions. The principle involved is that an agent cannot turn over to another his powers as agent unless so authorized by his principal.

Note final sentence:

The principle involved is that an agent cannot turn over to another his powers as agent unless so authorized by his principal.

(Note use of homophone, "principle"/"principal".)

(Note archaic spelling of "intrusted" (i.e., entrusted) in second sentence.)

[Trina]

As best I can determine from what has been posted, the general membership has entrusted to its board the authority to decide when, to whom, and in what amounts, distributions from this "member assistance" fund are to be made. Based upon what has been posted, it seems rather clear to me that, under the rules in RONR, the board may not delegate to anyone else its authority to make these decisions unless the general membership has authorized it to do so.

Try reading what is said in RONR instead (and since it might help, also the second full paragraph on p. 248 of PL).

Excerpt from page 248 of "Parliamentary Law" (1923):

Note final sentence:

The principle involved is that an agent cannot turn over to another his powers as agent unless so authorized by his principal.

....

Thank you to Mr. Honemann for further clarification, and to Mr. Goldsworthy for providing the quote from PL (the library finally asked me to return the copy I borrowed for the better part of a year -- the volume is obviously in very high demand -- so I couldn't look it up quickly myself). That does sound pretty conclusive. Interesting... and not quite what I expected.

At this point I guess I need to scrutinize the bylaws again, to see if there are relevant details in the definition of the duties and powers of the board.

[Trina]

....

To use my employee/independent contractor analogy (which I'm becoming increasingly fond of), the board could delegate a committee to paint the clubhouse red but it cannot authorize a committee to do whatever it wanted with the clubhouse.

There's still some element of fuzziness left in your example, as the committee may end up having to make some independent decisions anyway (without relying on specific majority vote of the board) -- e.g. what shade of red, what brand of paint, what type of paint application device to buy, how many coats, etc. I'm still having trouble making a distinction between (trivial?) details which may be left to the discretion of the agent/committee, versus (important?) details which must be specified by the board.

Maybe the committee is not, strictly speaking, allowed any independent decisions at all... except that if no one cares about the level of detail left in the committee's hands, it won't matter in practice.

[Rob Elsman]

There's still some element of fuzziness left in your example, as the committee may end up having to make some independent decisions anyway (without relying on specific majority vote of the board) -- e.g. what shade of red, what brand of paint, what type of paint application device to buy, how many coats, etc. I'm still having trouble making a distinction between (trivial?) details which may be left to the discretion of the agent/committee, versus (important?) details which must be specified by the board.

Maybe the committee is not, strictly speaking, allowed any independent decisions at all... except that if no one cares about the level of detail left in the committee's hands, it won't matter in practice.

Are you maybe confusing the power to take actions on behalf of the society with executive or administrative powers that are not the subject of parliamentary law?

[Gary Novosielski]

Try reading what is said in RONR instead (and since it might help, also the second full paragraph on p. 248 of PL).

Thanks for the wrath, and the Parliamentary Law citation, that's quite unambiguous.

And it also contains (well, the paragraph immediately above it does) the solution to the problem--authorizing the board to appoint an Executive Committee.

(It's also interesting because so few of the organizations whose bylaws I've seen follow the advice there. Oh, they'll have an Executive Committee but the EC, where authorized, is typically populated by certain officers mentioned explicitly by title. In contrast, PL wisely suggests letting the board choose from among its number for appointment to the EC, with the goal of improving the odds that those chosen can physically convene a quorum at a special meeting on short notice. And that may not always be the Big Four officers, for example.)

I'm glad to see that the cited paragraph does allow the board to empower committees to carry out orders of the board (not only those of the assembly), so the board would violate no principle of parliamentary law by authorizing a subcommittee to paint the proverbial clubhouse--or for that matter do any act which the board authorizes. The distinction is one of action vs. decision. The board may delegate the power to act (to carry out an order) but not the responsibility to decide (which actions should be ordered) and that's a good principle for the principals to follow.

As usual, the General nailed it.

[Trina]

Are you maybe confusing the power to take actions on behalf of the society with executive or administrative powers that are not the subject of parliamentary law?

Mr. Mountcastle's 'paint the clubhouse red' example was somewhat peripheral to the topic of the thread, I think. The main question was not really about taking 'actions of behalf of the society,' but rather, whether a board could further delegate its own power (to take action on behalf of the society) to a smaller group or committee. The citation provided by Mr. Honemann (backed up by the additional citation from PL) seems to answer the question clearly in the negative (unless the society has specifically permitted the board to further delegate its assigned task).

[Rob Elsman]

Mr. Mountcastle's 'paint the clubhouse red' example was somewhat peripheral to the topic of the thread, I think. The main question was not really about taking 'actions of behalf of the society,' but rather, whether a board could further delegate its own power (to take action on behalf of the society) to a smaller group or committee. The citation provided by Mr. Honemann (backed up by the additional citation from PL) seems to answer the question clearly in the negative (unless the society has specifically permitted the board to further delegate its assigned task).

Ok. It sounds like you're on the right track.

[hmtcastle]

Mr. Mountcastle's 'paint the clubhouse red' example was somewhat peripheral to the topic of the thread, I think.

If so (and he ain't saying it was), it wouldn't have been the first time.

[Gary Novosielski]

The main question was not really about taking 'actions of behalf of the society,' but rather, whether a board could further delegate its own power (to take action on behalf of the society) to a smaller group or committee. The citation provided by Mr. Honemann (backed up by the additional citation from PL) seems to answer the question clearly in the negative (unless the society has specifically permitted the board to further delegate its assigned task).

Well, not so clearly, when you paraphrase it like that.

If you understand "action on behalf of the society" to mean specific acts which the board is authorized to take, or to order taken, on behalf of the society, then that sort of delegation is clearly permitted.

If, on the other hand, you take that phrase to mean actions of deliberation and legislation regarding what it is desirable to do, or to order done, then that duty may not be delegated.

[Trina]

....

The main question was not really about taking 'actions of behalf of the society,' but rather, whether a board could further delegate its own power (to take action on behalf of the society) to a smaller group or committee

.....

Well, not so clearly, when you paraphrase it like that.

If you understand "action on behalf of the society" to mean specific acts which the board is authorized to take, or to order taken, on behalf of the society, then that sort of delegation is clearly permitted.

If, on the other hand, you take that phrase to mean actions of deliberation and legislation regarding what it is desirable to do, or to order done, then that duty may not be delegated.

Yes, you're right, I should have more precisely said 'whether a board could further delegate its own power (to make decisions on behalf of a society) to a smaller group or committee,' since it's the decision-making that appears to be the crucial element that can't be farmed out.

Have we beaten it to death yet?

[Trina]

Mr. Mountcastle's 'paint the clubhouse red' example was somewhat peripheral to the topic of the thread, I think.

If so (and he ain't saying it was), it wouldn't have been the first time.

I thought it was an interesting example, though, as it illustrates that there are all kinds of levels of decision-making before an action is finalized, and some of the lower-level details are likely not be included in the motion that authorized the action. There is an assumption of sensible lower-level decision-making when you give an instruction to human beings (an assumption that a computer-programmer, for example, would not make, when telling a computer to carry out a task).

[Guest Mary]

I don't know if this is the forum for this question, but it is the closest I could find.

Can a subcommittee keep processing information confidential from the board and only report its recommendation? In this case, can a subcommittee keep resume's confidential as a search committee and only release information on their recommended two or three candidates to the full board?

[Trina]

I don't know if this is the forum for this question, but it is the closest I could find.

Can a subcommittee keep processing information confidential from the board and only report its recommendation? In this case, can a subcommittee keep resume's confidential as a search committee and only release information on their recommended two or three candidates to the full board?

Hello Mary. I think you have searched diligently for a thread that bears some resemblance to your question. However, it would really be better to start a new topic with your question -- your question is different enough that it would be better to respond to it on its own, rather than appending to a thread that's over a year old.

(The 'start new topic' button is in the upper right area of the screen when you're looking at the list of thread titles)

[Guest mary]

I can't find the start new topic button...could you do so forme?

[David A Foulkes]

I can't find the start new topic button...could you do so forme?

You'll have to do it. Proxies aren't allowed here.

Click on this link. It will take to the main screen of the General Discussion forum. You'll also notice the words "Back to General Discussion" over to the right side, under the two grayish buttons that say Multiquote and Quote. Either way, when you get there, over to the right of your screen will be a black button that says "Start New Topic." Click on that button, and go to it.