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Executive Committe Questions


Guest T. Wunder

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Guest T. Wunder

Hello all,

 

I'm part of a very informal, small board of directors, and I'm fairly new to being a board director.  This board frequently does not follow the bylaws and seem to make things up as they go.  I've been the Chair for a standing committee for about 7 months when the previous chair quit, and our bylaws specifically state that all standing committee chairs are part of the executive committee.  I have not been invited to at least 3 meetings that I know of, but my biggest concern is that the executive committee is saying that what they discuss is private, and the board is not receiving any reports from them.  Our bylaws say:

 

The Executive Committee may act for the board of Directors when the Board
is not in session. The Executive Committee will be accountable to the Board for any action taken.

 

Even if I was not on the Executive Committee, can they keep everything confidential from the board?  Also, if I am on the Executive Committee (which I should be), where in Robert's Rules of Order does it state that any business conducted is null and void if I was not invited?

 

Thank you!

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I have not been invited to at least 3 meetings that I know of, but my biggest concern is that the executive committee is saying that what they discuss is private, and the board is not receiving any reports from them.  Our bylaws say:

 

The Executive Committee may act for the board of Directors when the Board

is not in session. The Executive Committee will be accountable to the Board for any action taken.

 

Even if I was not on the Executive Committee, can they keep everything confidential from the board?

 

Even if your bylaws were silent on the subject, I do not think it is appropriate as a general rule for the Executive Committee to never give a report of its actions to the board or to keep all of its business confidential from the board. RONR seems to assume that a board (and an Executive Committee is a "board within a board") will make a report at least annually, and the board is free to order more frequent reports if it wishes. If the board is displeased with this behavior, the best course of action seems to be for the board to adopt a motion on the subject. If the behavior persists even in the face of explicit orders from the board to the contrary, see FAQ #20.

 

I do think it is in order for the Executive Committee to keep its discussions private, in that it violates no rule in RONR for the Executive Committee to hold all of its meetings in executive session, but this does not free the Executive Committee from giving reports of its actions to the board, especially if the board specifically orders it to do so.

 

Also, if I am on the Executive Committee (which I should be), where in Robert's Rules of Order does it state that any business conducted is null and void if I was not invited?

 

See RONR, 11th ed., pgs. 251, 263-264.

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