General supervision vs. full power and authority

[Alex Meed]

The sample bylaws in the 11th edition establish an executive board with "general supervision" over the affairs of the society. The accompanying text suggests that, as an alternative, a board could be established with "full power and authority" over the affairs of the society.

Both of these phrases seem to me like magic words—in other words, specific phrases with carefully defined meanings under Robert's Rules. The problem is that I am not entirely sure what those meanings are. Assuming that no other provision of the bylaws reserves particular powers either to the board or the full society, what powers does a board with "full power and authority" have that a board with "general supervision" does not?

[Josh Martin]

17 hours ago, Alex M. said:

Both of these phrases seem to me like magic words—in other words, specific phrases with carefully defined meanings under Robert's Rules. The problem is that I am not entirely sure what those meanings are. Assuming that no other provision of the bylaws reserves particular powers either to the board or the full society, what powers does a board with "full power and authority" have that a board with "general supervision" does not?

Well, for one thing, a board with "full power and authority" has the power to fill vacancies in offices elected by the membership, while a board with "general supervision" does not.

"In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly." (RONR, 11th ed., pg. 467)

Beyond this, RONR does not enumerate specific powers which are granted under the "full power and authority" clause vs. the "general authority" clause, but RONR does provide some short summaries of what these terms mean:

"Article VI, Section 2 of the sample bylaws (p. 586) shows an appropriate wording for defining the board's powers so that the board's authority will be limited to the power to supervise, and to determine the details of, implementation of the decisions of the society's assembly and, in a manner not inconsistent with such decisions, to attend to any business of the society that cannot wait until the next meeting." (RONR, 11th ed., pg. 577-578)

As RONR notes, the intent of granting a board this level of authority is not to grant the board the authority (generally) to make decision on its own authority in the name of the society. Rather, it authorizes the board to determine the details and implementation of the decisions the society has already made. So the society might adopt a new, general policy governing certain matters, and then instruct the board to work out the details. In a society where the board is granted full power and authority, however, the society might not even get that involved, and just let the board adopt the policy itself (and work out the details of the board's own policy). The board is also granted authority to attend to business of the society that cannot wait until the next meeting of the society.

So for such a board, the board only has the authority to act if a) the board is supervising, determining the details of, or implementing decisions the society has already made or b) the board is acting on business which cannot wait until the next meeting of the society. In addition, the board's actions may not conflict with the decisions of the society, and the board's decisions may be rescinded by the society. Of course, the board also has any other powers specifically granted to it separate from its "general supervision" authority. For example, the sample bylaws grant the board the authority to fix the hour and place of meetings.

For a board with "full power and authority," RONR states that this means the society has granted "the entire administrative authority of the society to the board between the society's meetings" (RONR, 11th ed., pg. 579) So in such a case, the board can do pretty much anything the society can do, with the only limitations on its power being a) that it must be, and relate to, activity "between the society's meetings" - that is, the board couldn't adopt rules governing the meetings of the society (unless granted separate authority to do so), b) that it must not conflict with any action of the society (and further, that the board's decisions can be rescinded), c) that the action in question is not reserved for the society in the bylaws, and d) that the action reasonably relates to the "administrative authority" of the society. Certain actions, for instance, are arguably outside the scope of "administrative authority" even if not specifically reserved for the membership, such as disciplining members of the society.

Another way of looking at it is that when a board with "general supervision" wants to do something, it needs to find a reason why it can do it. With a board with "full power and authority," however, the board probably can do it unless someone finds a reason why the board can't do it.

As always, of course, further clarity in the bylaws regarding the board's authority is always desirable, particularly if the society has had (or expects to have) arguments on the subject.

Edited May 22, 2020 at 08:01 PM by Josh Martin