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Guest RuthL

What are the functions of the executive committee?

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Guest RuthL

The board of directors of my Florida co-op has six members. The by-laws state that the Executive Committee consists of the Executive Board, which is President, Vice President, Secretary, and Treasurer. Can this committee make decisions on its own, without the rest of the board? What are the functions of this committee, if none are defined in the governing documents - only that the committee exists?

 

Thank you!!

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RONR describes the executive committee as "a board within a board".

 

Organizations with a relatively large board will often have a much smaller executive committee that meets more frequently and can therefore act more quickly.

 

There's not much sense for an organization with a six-member board to also have a four-member executive committee but it wouldn't be the first time that we've heard of bylaws that don't make much sense.

 

As to just what authority your executive committee has, I'm afraid you'll have to figure that one out for yourselves.

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In doing the "figuring out" you can start with the fact (p. 482) that a board has only those powers delegated to it by bylaws or by motions.  Since, as you say, the bylaws do no delegating, you will have to look to the minutes for any records of delegated matters. Good luck!

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Guest Ruth

Thank you for your responses, Edgar Guest and JDStackpole. The co-op has been in existence for almost 90 years, and at the time the by-laws were written there were 15 board members, so it was probably a good idea at one time. This is the first time in at least fifteen years that there has been any mention of items being referred to the Executive Committee. There is nothing in the minutes, and no motions have been made. The board has stated the delegation in letters to the shareholders but there has been no prior authorization from the full board. 

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Based on what I have read so far, it looks to me like the "executive committee" has no authority to do anything.   For all practical purposes, it looks to me like it maybe exists in name only.    If it ever did have authority to act, all record of that authority is apparently lost.  If the co-op believes there is a need for such an executive committee, it can amend the bylaws to specify just what authority it has.

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RONR (11th ed.), p. 577, ll. 10-15:  "The Executive Committee is then established in a separate article following the one on the complete board, with similar provisions.  The bylaws may provide for how the presiding officer and the secretary of the boar, and those of the Executive Committee, are to be determined."  The Executive Committee can act between meetings of the Executive Board, and it must report back to the Board what it does.

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The Executive Committee can act between meetings of the Executive Board, and it must report back to the Board what it does.

 But it can only "act" on matters it is, or has been, authorized to do.  No blank slate.

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