Authority of the Assembly

[Guest John Guest]

I recall a very strong statement in RONR that in the absence of rules to the contrary, the Assembly has the authority to direct the Board, Executive Committee or any other committee within the organization to perform a particular task and that the Board or ExCom must comply with such directives from the Assembly.  I just can't find it in RONR.  Can anyone out there help me?

 

Thank you.

[George Mervosh]

"Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business."  RONR (11th ed.), p. 483

[Edgar Guest]

See also Official Interpretations 2006-12 and 2006-13.

 

Edited to add: Note, too, that term "assembly" simply refers to the members present so that, in the passage cited by Mr. Mervosh, RONR refers to "the society's assembly" (i.e. the general members present). At a board meeting, the board members present would constitute the assembly (the members assembled).

[Transpower]

In my experience, some boards of ordinary societies (not businesses) think they can control or override the assembly--but this is the opposite of what RONR recommends:  the assembly has the ultimate power over the board.  Of course, one must consult the bylaws of a specific organization for deviations from this principle....