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Executive Committee on an As-Needed Basis?


JayW

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This may fall under "Bylaws interpretation", in which case I apologize and will leave it. It's more about establishing Bylaws, though, so I thought it might be appropriate here. I was asked to draft a proposed revision to our Bylaws:

 

From time to time, [the organization's] presidents have formed an Executive Committee to assist them.  It would be good to have a provision for that in the bylaws so that there is no question that such a committee would be legally constituted.

 

Our current Bylaws allow the president to appoint committee chairs, with the concurrence of the Board, and to appoint ad hoc committees as necessary "to accomplish the purposes of the Club". While technically I think this would fall under an ad hoc committee, I can understand the preemptive strike here, because certain vocal members are very quick to accuse the Board of overstepping its bounds. (It doesn't help that the Board has often in the past overstepped!) I believe this Executive Committee would fall under the guidelines given in RONR ("In a society where the board is large or its members must travel from a distance to meet, it is usual for the bylaws to establish an executive committee...." (RONR 11th ed., p. 485, ll. 6-9)). That sections talks about the Executive Committee as a permanent fixture, though. Would we be able to include something like this?

 

The President, with the concurrence of the Board, may appoint an Executive Committee which shall have the authority to act on behalf of the Board on matters brought before it.

 

Would we need to specify the EC reports to and is subordinate to the Board? The Book talks about the EC being composed of Board members, but is that a hard-and-fast rule? (I know overall the Bylaws 'outrank' RONR, but I prefer compliance wherever possible, it just makes things easier!)

 

Thanks for any input.

 

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Although called a "committee", the executive committee is best understood as a board within a board.

 

Its members should be spelled out in the bylaws, along with its authority, and who has the authority to call meetings of the EC.  It should be considered a permanent fixture, even if it never needs to meet.  

 

It is not unusual for organizations to have an executive committee that meets only in urgent situations, when convening a meeting of the board would be too unwieldy.

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"Permanent even if it never needs to meet" helps, thanks! (Sometimes it's not even that I can't see the forest for the trees, it's that I can't see the trees for the leaves!)

 

That has led me to look at what other clubs use in their Bylaws, and there's quite a range. Is it necessary to specify which functions the EC can conduct and/or which it cannot? Or would something like this suffice?

 

The Executive Committee shall consist of the three (3) Board members appointed at the Board meeting immediately following the Annual Membership Meeting. The Executive Committee shall meet at the call of the President or any two (2) of its members. The Executive Committee cannot modify any action previously taken by the Board, and its actions must be ratified by the Board at the next meeting of the Board.

 

(The "Board meeting immediately following the Annual Membership Meeting" is in the Bylaws as one of three meetings the Board must hold each year.)

 

I'm not sure about the "cannot modify any action previously taken by the Board", now that I think about it. That might defeat the purpose, if the reason for the EC is to more conveniently take care of an issue that requires modification of a Board action. Maybe this works better?

 

It shall be the duty of the Executive Committee to function on any matters pertaining to the business of the Club in accordance with the powers delegated to them by the Board.

 

Now I'm just thinking out loud, though, which is getting beyond the purpose of this forum. I appreciate the insight and certainly if there's more to share, keep it coming!

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The Executive Committee cannot modify any action previously taken by the Board, and its actions must be ratified by the Board at the next meeting of the Board.

 

 

If all of the actions taken by the Executive Committee must be ratified by the Board, why have the Executive Committee?

 

In addition to Mr. Honemann's remarks, RONR already notes:

 

"In a society where the board is large or its members must travel from a distance to meet, it is usual for the bylaws to establish an executive committee composed of a specified number of board members, which shall have all or much of the power of the board between meetings (just as the board has all or much of the power of the society between the society's meetings), but which cannot alter any decision made by the board (just as the board cannot alter any decision made by the society)."  RONR (11th ed.), p. 485 emphasis added by me.

 

Perhaps that sentence is completely unecessary.

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If all of the actions taken by the Executive Committee must be ratified by the Board, why have the Executive Committee?

 

I think because our Board members are spread across the country, and it's easier when there's pressing business to get three people together than it is to get 15 (or even 8). There's also a history in clubs of this type for a few people to do what they want to do, regardless of the Bylaws, and this is a way to keep those folks in check should they end up on the EC. (And yes, it's easy to say just don't appoint them to the EC, but it's not always that simple in practice.)

 

Then again, I'm going blind in this. :) Clearly I'll need to go back and get some more information on what exactly the purpose of the EC will be/has historically been. I tend to agree, though, that the entire sentence is probably unnecessary. I'm not sure we'd really even need the fourth (separate) sentence, given what RONR says about the function of the EC, but most of our membership is clueless about RONR and it's probably a good idea to be a little redundant.

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Would we be able to include something like this?

The President, with the concurrence of the Board, may appoint an Executive Committee which shall have the authority to act on behalf of the Board on matters brought before it.

Sure, although I'd probably replace the words "on matters brought before it" (which is so vague as to not add anything) with the words "between meetings of the board." This helps to put the EC in its proper place.

Would we need to specify the EC reports to and is subordinate to the Board?

No (especially if you include the language I suggested).

The Book talks about the EC being composed of Board members, but is that a hard-and-fast rule?

It's not a rule at all, just a common practice. Your society is free to have non-board members on its Executive Committee if it wishes to do so.

That has led me to look at what other clubs use in their Bylaws, and there's quite a range. Is it necessary to specify which functions the EC can conduct and/or which it cannot?

No, but you can if you want. Some societies want their Executive Committee to have pretty free reign. If you leave it wide open, then the Executive Committee's only limitations are that its actions can't conflict with the actions of the board or the society, and that it can't take any action which the bylaws reserve exclusively for the board or society. Other societies want to limit their Executive Committee to a narrow range of authority, and then you'd list what the Executive Committee can do.

The Executive Committee shall consist of the three (3) Board members appointed at the Board meeting immediately following the Annual Membership Meeting. The Executive Committee shall meet at the call of the President or any two (2) of its members. The Executive Committee cannot modify any action previously taken by the Board, and its actions must be ratified by the Board at the next meeting of the Board.

The last sentence is unnecessary. The first part is covered in RONR, and the second part is problematic (more on why below).

It shall be the duty of the Executive Committee to function on any matters pertaining to the business of the Club in accordance with the powers delegated to them by the Board.

That sounds fine, but again, I'd add "between meetings of the board" (probably after the word "club"). Keep in mind that RONR already prohibits the Executive Committee from taking action which conflicts with the actions of the board, so this version still doesn't let them override the board (which probably isn't what you want).

I think because our Board members are spread across the country, and it's easier when there's pressing business to get three people together than it is to get 15 (or even 8). There's also a history in clubs of this type for a few people to do what they want to do, regardless of the Bylaws, and this is a way to keep those folks in check should they end up on the EC. (And yes, it's easy to say just don't appoint them to the EC, but it's not always that simple in practice.)

Then again, I'm going blind in this. :) Clearly I'll need to go back and get some more information on what exactly the purpose of the EC will be/has historically been. I tend to agree, though, that the entire sentence is probably unnecessary. I'm not sure we'd really even need the fourth (separate) sentence, given what RONR says about the function of the EC, but most of our membership is clueless about RONR and it's probably a good idea to be a little redundant.

Okay, but the point is that if everything needs to be ratified, there's no need for an Executive Committee. If you want a few officers to get together and do things if there's an emergency, but then those things need to be ratified, you can do that right now. If you adopt this rule, the Executive Committee will still only act in emergencies if the members know what's good for them. The consequences of taking actions which are not later ratified are severe.

Additionally, it isn't necessary to address your goal. If the Executive Committee takes action which conflicts with the bylaws, then that action is invalid and the members are subject to discipline. That's already covered. If you require ratification for everything, then it will just leave the threat of consequences over the Executive Committee's head even for its actions which were otherwise proper.

I'd also note that the board already has the authority to rescind or amend actions of the Executive Committee, if that's what you're after. Ratification is a whole other animal. If an action isn't ratified, it doesn't just change or cancel the action - it declares that the action was improper to begin with, is not authorized, and that those who took the action are personally responsible.

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I agree with the others.  Some of the language you have proposed concerns me too and I see it leading to later problems.  I see you being worse off than you are now with some of your proposed language.   Go slow with this and beware the law of unintended consequences.  Do not rush into it.   You can find good sample bylaws with provisions for an executive committee.  Or follow the recommendations by Josh Martin in post # 7.  For what it's worth, the sample bylaws in RONR are very carefully drafted and have withstood the test of time.  Even though they make no reference to an executive committee, you should be able to see how such a provision could be worded.

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