Powers of the Board

[Watson]

An association to which I belong has just one (annual) meeting of the entire membership. There is no provision in the bylaws for special meetings of the membership, or special or standing committees of the association. A parliamentary authority is not specified. The bylaws further state that, "The board shall have the general charge of the [Association's] affairs and properly assume such other duties as are not specifically assigned or performed by any committees."

I find this statement to be overly broad and undefinable -- and, yes, I know that someone out there will tell me that only the members of the association, themselves, can decide what it does or does not mean. Therefore, my question is, Has anyone ever seen this language in one form or another used in any other document or parliamentary authority?

Thank you for your insights.

[Chris Harrison]

An association to which I belong has just one (annual) meeting of the entire membership. There is no provision in the bylaws for special meetings of the membership, or special or standing committees of the association. A parliamentary authority is not specified. The bylaws further state that, "The board shall have the general charge of the [Association's] affairs and properly assume such other duties as are not specifically assigned or performed by any committees."

I find this statement to be overly broad and undefinable -- and, yes, I know that someone out there will tell me that only the members of the association, themselves, can decide what it does or does not mean. Therefore, my question is, Has anyone ever seen this language in one form or another used in any other document or parliamentary authority?

Thank you for your insights.

Yes. I think it is fairly common for the bylaws to grant the Board the power to act in the name of the organization when it is not meeting unless the organization had referred a matter to a committee (with instructions to report at their next meeting).

[David A Foulkes]

An association to which I belong has just one (annual) meeting of the entire membership. There is no provision in the bylaws for special meetings of the membership, or special or standing committees of the association. A parliamentary authority is not specified. The bylaws further state that, "The board shall have the general charge of the [Association's] affairs and properly assume such other duties as are not specifically assigned or performed by any committees."

I find this statement to be overly broad and undefinable -- and, yes, I know that someone out there will tell me that only the members of the association, themselves, can decide what it does or does not mean. Therefore, my question is, Has anyone ever seen this language in one form or another used in any other document or parliamentary authority?

Thank you for your insights.

In general, yes that looks somewhat sort-a kind-a standard from my limited experience. I am tossed up a bit about the second half, though.

"properly assume?" As opposed to improperly assume, I ....assume.

"other duties as are not specifically assigned... by any committees?" Committees assigning the Board duties? Oh sure, that's not what it means. Or.... Anyway, I could use a comma in there after assigned. Or at least explanation as to what body has the authority to assign those duties. I'll.... assume (properly?) it is the membership, for now at least.

It's one of those statements that, in theory, sounds great and makes (or made) perfect sense, but a closer inspection reveals a crack here or there, and if you're not careful while you're looking in there, a mac truck comes barreling out at you.

[Rob Elsman]

An association to which I belong has just one (annual) meeting of the entire membership. There is no provision in the bylaws for special meetings of the membership, or special or standing committees of the association. A parliamentary authority is not specified. The bylaws further state that, "The board shall have the general charge of the [Association's] affairs and properly assume such other duties as are not specifically assigned or performed by any committees."

I find this statement to be overly broad and undefinable -- and, yes, I know that someone out there will tell me that only the members of the association, themselves, can decide what it does or does not mean. Therefore, my question is, Has anyone ever seen this language in one form or another used in any other document or parliamentary authority?

Thank you for your insights.

It is appropriate for a society whose general membership meets very infrequently to strongly empower the executive board.

[Gary Novosielski]

It is appropriate for a society whose general membership meets very infrequently to strongly empower the executive board.

But it would behoove them to have in the bylaws a method of calling special meetings of the membership that does not depend on the willingness of the president or someone else to call one--just in case the board takes this "assuming powers" thing too literally.

[Watson]

The next paragraph in the bylaws reads, "© The Board shall have full charge of all matters covered in the constitution and By-Laws, including special meetings and all other business that is reasonably assumed to fall within the powers or duties of the Board."