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Executive Board Authority to Make Policy


Guest Brian

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I am in a board of 17 people for a football organization. Our Executive Board consists of The President, Vice President, Treasurer, and Secretary. They are under the impression that they are allowed to change policy amongst themselves without the vote of the entire board. Is this correct or incorrect?

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Your executive board (you might consider changing its name to "Executive Committee" so you don't have two "boards") has only the authority the bylaws give it (or, perhaps, the board has delegated to it).

 

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

 

See also Official Interpretations 2006-12 and 2006-13. The executive committee is to the board as the board is to the general membership. The general membership gives the board the authority to act between meetings of the general membership and it gives the executive committee the (perhaps limited) authority to act between meetings of the board.

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I am in a board of 17 people for a football organization. Our Executive Board consists of The President, Vice President, Treasurer, and Secretary. They are under the impression that they are allowed to change policy amongst themselves without the vote of the entire board. Is this correct or incorrect?

An Executive Committee (and, for that matter, an executive board) has only such power as it is given in the bylaws.  An executive committee usually has more limited power than an executive board (aka board of directors), but your bylaws may provide otherwise. 

 

Your answer will most likely be found in your bylaws.... and in the two citations to RONR Official Interpretations that Mr. Guest provided you.

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