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Who receives report of special committee


William Kennedy

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  1. The Board of Directors establishes and appoints a special committee of the general membership which it is empowered to do under the bylaws
  2. The special committee completes its report incorporating any recommendations and/or resolutions
  3. The Bylaws authorize the Board to act on behalf of the general membership (the non-profit Corporation)

 

Does the special committee:

 

(a) submit its report to the Board (who would receive it on behalf of the general membership) OR

(B) submit its report directly to a meeting of the general membership?

© if (a) does the Board simply pass it on to the general membership at a subsequent meeting?

 

My concern is that since the bylaws authorize the Board to act on behalf of the general membership, it may do so without the general membership having the opportunity to first consider it.

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My concern is that since the bylaws authorize the Board to act on behalf of the general membership, it may do so without the general membership having the opportunity to first consider it.

 

 

If the bylaws authorize the Board to act on behalf of the general membership, then obviously the board can act within the authority conferred upon it without the general membership having an opportunity to first consider whatever the Board is acting on.

 

If this is a concern, the bylaws will need to be amended to remove this authority.

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The general membership may nonetheless wish to deal with the committee report, advisory or not.  The Board's failure to act would be legal but, in this particular instance, nevertheless unwise.  Just because the Board can do something doesn't it should. The idea here is that the membership desires to act with some prudence with respect to a recalcitrant board before exercising its ultimate authority.

 

Nothwithstanding the above, I am coming to the conclusion that, in our case, there is no advantage in ever having a committee of the general membership!

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The Bylaws authorize the Board to act on behalf of the general membership (the non-profit Corporation)

 

If we assume that "act on behalf of the general membership" is a complete and accurate statement of the provision in your bylaws, it would seem the board can do anything the general membership can do, except where the bylaws or applicable law provide otherwise.

 

Nothwithstanding the above, I am coming to the conclusion that, in our case, there is no advantage in ever having a committee of the general membership!

 

This may be the case under your organization's unusual bylaws. Committees of the society are ordinarily not subordinate to the board (RONR, 11th ed., pg. 486), but your "act on behalf of the general membership" clause would seem to get around this.

 

More standard wordings for the board's general authority can be found in RONR, 11th ed., pgs. 578, 586.

 

If the board establishes and appoints a special committee then it seems to me that this would be a committee of the board (regardless of its composition).

 

That would normally be the case, but it appears that the board in question is authorized to appoint special committees of the membership - although it certainly seems that it would have been more logical for the board to appoint it as a special committee of the board, since it seems to be treating it that way anyway.

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I'm not sure that the phrase "act on behalf of the general membershio" would be considered sufficient to grant the board exclusive authority to take the action in question. If it doesn't, then the general membership would still have an opportunity at a membership meeting to overrule the board's action (if it hasn't already been completely carried out) by using the motion to amend something previously adopted.

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