EXECUTIVE COMMITTEE

[Guest Pat Healy]

We are in the process of updating our by-laws.  Currently we have the following section:

SECTION 5 – EXECUTIVE COMMITTEE: The President, with the concurrence of the Board, may appoint an Executive Committee which shall consist of three (3) Board members. The Executive Committee shall meet at the call of the President or any two (2) of its members. It shall be the duty of the Executive Committee to function on any matters pertaining to the business of the Club between meetings of the Board. The Executive Committee may conduct its business in the same manner(s) as the Board of Directors.

We are being told this is a recommendation from RROR but this to me is taking power away from the whole board and giving it to 4 members of the board.  Is there any such recommendation?

[Atul Kapur]

"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, lines 6-14 (emphasis added)

Edited April 17, 2020 at 06:27 PM by Atul Kapur
Added "(emphasis added)"

[Josh Martin]

15 hours ago, Guest Pat Healy said:

We are in the process of updating our by-laws.  Currently we have the following section:

SECTION 5 – EXECUTIVE COMMITTEE: The President, with the concurrence of the Board, may appoint an Executive Committee which shall consist of three (3) Board members. The Executive Committee shall meet at the call of the President or any two (2) of its members. It shall be the duty of the Executive Committee to function on any matters pertaining to the business of the Club between meetings of the Board. The Executive Committee may conduct its business in the same manner(s) as the Board of Directors.

We are being told this is a recommendation from RROR but this to me is taking power away from the whole board and giving it to 4 members of the board.  Is there any such recommendation?

I do not think it is quite correct to say that this "takes away" the power of the board. When an executive committee is authorized to conduct business "between meetings of the board," then its decisions may ultimately be overturned by the board if it wishes to do so. (Conversely, the executive committee may not overturn any decisions made by the board.) So the executive committee is really just borrowing the power of the board, not taking it away.

With that said, I do not think it is accurate to say that RONR recommends this. RONR leaves it at the society's discretion whether to establish an executive committee, and if so, how much power should be granted to the executive committee. Some factors in this decision may be how frequently the full board meets, how quickly and easily a special meeting of the board can be assembled, whether either of these bodies are authorized to meet electronically (and whether it is practical to do so given their sizes). As noted in the citation above, RONR notes that it is "usual" to establish an executive committee with most or all of the power of the board between board meetings if the board is large or if its members must travel great distances to meet, but this statement would not apply to all boards, and noting that it is "usual" reads to me as more of an observation than a recommendation.

Edited April 17, 2020 at 04:13 PM by Josh Martin

[Gary Novosielski]

On 4/16/2020 at 8:19 PM, Guest Pat Healy said:

We are in the process of updating our by-laws.  Currently we have the following section:

SECTION 5 – EXECUTIVE COMMITTEE: The President, with the concurrence of the Board, may appoint an Executive Committee which shall consist of three (3) Board members. The Executive Committee shall meet at the call of the President or any two (2) of its members. It shall be the duty of the Executive Committee to function on any matters pertaining to the business of the Club between meetings of the Board. The Executive Committee may conduct its business in the same manner(s) as the Board of Directors.

We are being told this is a recommendation from RROR but this to me is taking power away from the whole board and giving it to 4 members of the board.  Is there any such recommendation?

Also, the executive committee apparently has a size of three, not four.  If the President is to be a member of the committee, that leaves only two more seats to be appointed.