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mjhmjh

Can the Executive Board create committees? (Committees not mentioned in bylaws)

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In our organization, the bylaws don't mention committees at all. We simply meet yearly to elect the Executive Board. Can the Executive Board establish standing committees and boards—with standing authority to act on certain matters without specific instructions—that report to it? It is my understanding that such standing committees and boards would need to be in the Executive Board's special rules of order, per page 578.

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So the answer (to the title) is "Yes, but the establishment of Standing Committes with power to act requires a Special Rule of Order (cite n/a - my RONR is packed up for a trip).

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8 hours ago, mjhmjh said:

In our organization, the bylaws don't mention committees at all. We simply meet yearly to elect the Executive Board. Can the Executive Board establish standing committees and boards—with standing authority to act on certain matters without specific instructions—that report to it? It is my understanding that such standing committees and boards would need to be in the Executive Board's special rules of order, per page 578.

You are correct regarding the general rules on this subject. There are additional rules on this subject in this case, however, since you ask whether (and how) the Executive Board (not the society itself) may establish the committees in question.

“As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board.” (RONR, 11th ed., pg. 484-485)

Therefore, it seems to me that the executive board can not establish standing committees “with standing authority to act on certain matters without specific instructions,” unless authorized to do so by the society’s rules.

The executive board certainly may not establish new boards, which may be done only by amending the bylaws.

Edited by Josh Martin

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1 hour ago, Josh Martin said:

You are correct regarding the general rules on this subject. There are additional rules on this subject in this case, however, since you ask whether (and how) the Executive Board (not the society itself) may establish the committees in question.

“As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board.” (RONR, 11th ed., pg. 484-485)

Therefore, it seems to me that the executive board can not establish standing committees “with standing authority to act on certain matters without specific instructions,” unless authorized to do so by the society’s rules.

The executive board certainly may not establish new boards, which may be done only by amending the bylaws.

Thanks for the help.

"The Executive Board may create standing committees and boards with standing authority to act on certain matters without specific instructions."

Would that do the trick?

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2 hours ago, mjhmjh said:

Thanks for the help.

"The Executive Board may create standing committees and boards with standing authority to act on certain matters without specific instructions."

Would that do the trick?

Yes, if such a rule is added to the society’s bylaws, then the Executive Board is thereby authorized to “create standing committees and boards with standing authority to act on certain matters without specific instructions.”

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