Defining Executive Committee

[Guest Tina Foster]

My groups bylaws spell what positions are included in the Board of Directors, however there is nothing governing the existence of an Executive Committee. Is the Executive Committee by definition the Pres, VP, Sec, Trea and Chairperson of the Board (prior President)? Does that group need to be spelled out as an entity in the bylaws to exist and hold meetings, or is that a given? We have a fragile issue that we need to address and would like to meet with the Executive Committee to discuss our options before moving to the rest of the group. Also, would an Executive Committee need to give advance warning of the meeting or can it be done relatively low key?

Thank you for your help.

[Guest Edgar]

Does that group need to be spelled out as an entity in the bylaws to exist and hold meetings, or is that a given?

You have no executive committee unless your bylaws define one. And, unless you have a large board, you probably don't need one.

[Rev Ed]

The Executive Committee has to be defined in the By-laws, and its membership would be found there. However, the officers would be a good start. However, if the Board is not large, an Executive Committee is likely not required.

[Trina]

My groups bylaws spell what positions are included in the Board of Directors, however there is nothing governing the existence of an Executive Committee. Is the Executive Committee by definition the Pres, VP, Sec, Trea and Chairperson of the Board (prior President)? Does that group need to be spelled out as an entity in the bylaws to exist and hold meetings, or is that a given? We have a fragile issue that we need to address and would like to meet with the Executive Committee to discuss our options before moving to the rest of the group. Also, would an Executive Committee need to give advance warning of the meeting or can it be done relatively low key?

Thank you for your help.

It seems fairly clear that you do not have an Executive Committee. Therefore, the group you describe cannot hold a meeting nor conduct business in the sense defined in RONR. On the other hand, there is nothing in RONR preventing a group of people from getting together and talking. That would be extremely 'low key'... just remember that this group of people has no official status, cannot conduct business, and cannot make official decisions.

Whether a get-together of a subset of the board is a good idea politically is something you have to decide.

[tctheatc]

My groups bylaws spell what positions are included in the Board of Directors, however there is nothing governing the existence of an Executive Committee. Is the Executive Committee by definition the Pres, VP, Sec, Trea and Chairperson of the Board (prior President)? Does that group need to be spelled out as an entity in the bylaws to exist and hold meetings, or is that a given? We have a fragile issue that we need to address and would like to meet with the Executive Committee to discuss our options before moving to the rest of the group. Also, would an Executive Committee need to give advance warning of the meeting or can it be done relatively low key?

If you have no executive board, what entity is the "we" to which you refer, since it seems to be distinct from the "rest of the group" (assembly? membership?) is "we" a group that's defined in the bylaws? or a few members? If the latter, why wouldn't you just bring the matter to the assembly in the routine fashion?

[Guest Tina Foster]

The bottom line is that a member of our board of directors is behaving in a way that could jeopardize our standing as a group. However, it has been going on for so long that she no longer sees it as an issue. It has been brought to my attention as President recently, and while I would have liked her to understand reason one on one, she decided to act like I was out of line for trying to quietly correct the problem. I don't want to throw her under the bus, she is an older founding member, but I have to have a united front to deal with her. I was hoping to have an "executive committee meeting" as she in not part of that sub set, so that we could make a logical plan to handle what has been long standing abuses. So the only choice I have to discuss this formally is to call a meeting of the full board?

Thanks for the input, not how I wanted to spend my time this week..but learning a lot.

[Guest Edgar]

So the only choice I have to discuss this formally is to call a meeting of the full board?

Formally? Yes. But, as noted, there's no reason all the other board members can't get together to discuss the matter ahead of time. The only reason you'd need to meet formally (i.e. officially) is to make a decision as a board. If everyone is on the same page prior to the meeting, it should be short . . . if not sweet.

[Trina]

The bottom line is that a member of our board of directors is behaving in a way that could jeopardize our standing as a group. However, it has been going on for so long that she no longer sees it as an issue. It has been brought to my attention as President recently, and while I would have liked her to understand reason one on one, she decided to act like I was out of line for trying to quietly correct the problem. I don't want to throw her under the bus, she is an older founding member, but I have to have a united front to deal with her. I was hoping to have an "executive committee meeting" as she in not part of that sub set, so that we could make a logical plan to handle what has been long standing abuses. So the only choice I have to discuss this formally is to call a meeting of the full board?

Thanks for the input, not how I wanted to spend my time this week..but learning a lot.

Pretty much. If you want to deal with the matter formally, at a meeting, then all members of the body that is meeting (including the annoying member) have a right to attend. There's still nothing preventing earlier discussion of the problem among a smaller group of individuals, but that would not constitute a meeting in the RONR sense.

Does the member's bad behavior occur primarily during meetings (in that case, the assembly can take actions to protect itself from annoyance during the conduct of business) or primarily outside of meetings (in which case more formal disciplinary action may be necessary)?

There's also the fact that, unless your bylaws spell out formal disciplinary procedures which the board can take against one of its own members, disciplinary action against a board member, especially for actions that took place outside a meeting, may not be something within the authority of the board. The board might have to refer the problem to its parent assembly (the general membership).

[Guest Tina Foster]

OK, I think I got it now. The behavior is fiscally unethical and potentially a disaster for the group if we can't make it stop, change some policies and move on. Not looking for restitution, just the behavior to stop so that we don't have a scene in our small town.

Thank you again for your time.