Exec Committee vs. Board of Directors

[Guest David Godley]

At our last Board of Directors meeting an agenda item was not covered. The Board of Directors set a Special Meeting to discuss the agenda item at a future date. A couple of days later, a member of the Executive Committee sent an email to the Board of Directors' members changing the date of the special meeting. Some of the Directors have objected to the date change and want the date established by the Board of Directors to stand. My question is: Can the Executive Board override this procedural motion made by the Board of Directors and change the special meeting date to an earlier date?

[Edgar Guest]

A couple of days later, a member of the Executive Committee sent an email to the Board of Directors' members changing the date of the special meeting.

One member of the executive committee thinks he can change the date of a meeting of the board? No way.

 

Can the Executive Board Committee override this procedural motion made by the Board of Directors and change the special meeting date to an earlier date?

 

Almost certainly not. Just as the board is subordinate to the general membership, the executive committee (what RONR describes as "a board within a board") is subordinate to the board. 

 

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

[Guest David Godley]

What happens if the meeting called by the Executive Committee happens? Are the decisions valid?

[Edgar Guest]

What happens if the meeting called by the Executive Committee happens? Are the decisions valid?

 

Any decisions made at an improper meeting are null and void.

 

So not only are the decisions not valid, the meeting isn't valid.

[Richard Brown]

What happens if the meeting called by the Executive Committee happens? Are the decisions valid?

In my opinion, no, for the reasons Edgar Guest gave you in post # 2 above.  I have not seen your bylaws, but I doubt seriously that the executive committee change a decision of the board of directors....even if that decision is just the setting of a meeting.  The executive committee is subordinate to the board.  I also doubt very seriously that the executive committee can call a meeting of the board.