Does the Committee have the power to act for the Association

[Guest David Tuma]

The constitution states:

Each member shall have the right to vote in the affairs of the Association.

In the Article establishing the committee, the constitution states:

1. The responsibility for the management of the affairs of the Association shall be vested in the officers and in the Committee as set forth in this article and in the bylaws.

2. The Executive Vice President shall be responsible for the day-to-day conduct of the affairs of the Association.

There is nothing more in the article or the bylaws with respect to the affairs of the Association.

I did not provide wording that the Committee had "The Full Power and Authority of the Association" nor did I include that the Committee was established with "Power." There are no procedures provided for the committee to act for the Association without specific instructions.

I believe what I did - the above wording - does not permit the Committee (There is no Board and it is not a committee of a Board) to act for the Association. I also believe that by retaining the right of the members to vote on the affairs of the Association I kept the "power" with the members.

Am I correct?

David Tuma

[Rob Elsman]

The constitution states:

Each member shall have the right to vote in the affairs of the Association.

In the Article establishing the committee, the constitution states:

1. The responsibility for the management of the affairs of the Association shall be vested in the officers and in the Committee as set forth in this article and in the bylaws.

2. The Executive Vice President shall be responsible for the day-to-day conduct of the affairs of the Association.

There is nothing more in the article or the bylaws with respect to the affairs of the Association.

I did not provide wording that the Committee had "The Full Power and Authority of the Association" nor did I include that the Committee was established with "Power." There are no procedures provided for the committee to act for the Association without specific instructions.

I believe what I did - the above wording - does not permit the Committee (There is no Board and it is not a committee of a Board) to act for the Association. I also believe that by retaining the right of the members to vote on the affairs of the Association I kept the "power" with the members.

Am I correct?

David Tuma

I suspect the answer to your question has more to do with what the governing documents mean than anything in RONR.

[DavidTuma]

Section 56 of RONR requires specific wording in the article establishing the committee in order for the committee or board to be able to exercise "Full Power and Authority" or to act for the society without specific instructions. If the governing documents don't say any more than what you have provided, it would appear the authority to act is not there. Others?? Woodman

[tctheatc]

In the Article establishing the committee, the constitution states:

1. The responsibility for the management of the affairs of the Association shall be vested in the officers and in the Committee as set forth in this article and in the bylaws.

Section 56 of RONR requires specific wording in the article establishing the committee in order for the committee or board to be able to exercise "Full Power and Authority" or to act for the society without specific instructions. If the governing documents don't say any more than what you have provided, it would appear the authority to act is not there. Others?? Woodman

I'm not so sure. "management of the affairs of the association" seems pretty specific inasmuch as it's given to the officers and THE committee to do. How the 'and' affects the division of labor, and what constitutes affairs are up to the association to decide, I suppose.

I'm assuming Woodman is referring to p 560 which states that (line 17) "if a standing committee is to have standing authority to act for the society without specific instructions...such procedure must be prescribed in a provision of the bylaws or in a special rule of order, establishing the committee by name." THE Committee is named, and they are specifically given the authority to manage the affairs.

[Josh Martin]

I believe what I did - the above wording - does not permit the Committee (There is no Board and it is not a committee of a Board) to act for the Association. I also believe that by retaining the right of the members to vote on the affairs of the Association I kept the "power" with the members.

It is ultimately up to your society to interpret its own Bylaws (see RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation). The only thing I can safely say here is that the committee clearly has been granted some sort of authority, which is already well above and beyond the default for a committee.

[hmtcastle]

The only thing I can safely say here is that the committee clearly has been granted some sort of authority, which is already well above and beyond the default for a committee.

Are we being asked to interpret excerpts from proposed bylaws? It seems that way to me. It also seems like this "committee" is more like an executive committee. In other words, more like a board.

[tctheatc]

Are we being asked to interpret excerpts from proposed bylaws?.

I can only speak for myself; I was discussing RONR p 560.

[Gary Novosielski]

If these are in fact proposed bylaws, then you would be doing yourself a huge favor by using accepted terminology rather than making up your own. Asking what powers The Committee has becomes complicated by the fact that, while boards of directors are common, there are virtually no societies that have a single "The" committee in charge, along with a set of other one-off structural oddities.

It would be wise, before you start drafting language, to begin by thoroughly studying the advice given in §56 of RONR, which describes the entire bylaws development process from the appointment of a bylaws committee and its initial discussions up through writing, consideration, passage, and implementation.

Make the decisions and answer the questions that are unique to your society, and leave everything else alone. If you think you have come up with a brilliant idea for a better rule than the one in RONR, the best thing to do is to sit down, have a cup of soup, and continue to think, until this is no longer the case.