What powers may and may not be transferred?

[paulmcclintock]

The entity wishing to transfer (delegate) powers may be a member, an officer, an executive board, or a society.

1. RONR says a member may not transfer his power to vote to another person (unless governing documents or laws allow it explicitly).  Is any other member power transferrable when the rules are silent, e.g., the right to attend even if in executive session, or to nominate?

2. The bylaws say the president is to appoint the finance committee.  Can the president transfer that power for the current term to the treasurer?

3. The bylaws say the executive board ("board") is to set the time and location of the annual membership meeting. Can the board transfer these powers to the president for a particular year?  What rule or citable principle answers this clearly?

4. Assume the RONR sample bylaws apply (56:58-67). 56:67 reads "These bylaws may be amended at any regular meeting of the Society by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting." Can the Society adopt a bylaw amendment with a blank with the proviso that the board be authorized to fill the blank within one month and that the amendment goes into effect only if and when the board fills the blank?

https://en.wikipedia.org/wiki/Nondelegation_doctrine says "The doctrine of nondelegation is the theory that one branch of government must not authorize another entity to exercise the power or function which it is constitutionally authorized to exercise itself. It is explicit or implicit in all written constitutions that impose a strict structural separation of powers."  And further says "However, the Supreme Court ruled in J. W. Hampton, Jr. & Co. v. United States (1928) that congressional delegation of legislative authority is an implied power of Congress that is constitutional so long as Congress provides an "intelligible principle" to guide the executive branch."

Does this have any bearing on #1-4?

[Josh Martin]

15 minutes ago, paulmcclintock said:

1. RONR says a member may not transfer his power to vote to another person (unless governing documents or laws allow it explicitly).  Is any other member power transferrable when the rules are silent, e.g., the right to attend even if in executive session, or to nominate?

No. None of the rights of membership are transferable unless the organization's rules so provide. A member may not, acting alone, assign another person to attend meetings or make nominations in his stead.

The assembly may permit a nonmember to attend executive session by majority vote, or may suspend the rules by a 2/3 vote to permit a nonmember to make a nomination, but a member may not make this decision as an individual.

17 minutes ago, paulmcclintock said:

2. The bylaws say the president is to appoint the finance committee.  Can the president transfer that power for the current term to the treasurer?

No, but the President certainly could consult with the Treasurer on this matter and appoint the persons that the Treasurer suggests.

18 minutes ago, paulmcclintock said:

3. The bylaws say the executive board ("board") is to set the time and location of the annual membership meeting. Can the board transfer these powers to the president for a particular year?

No, but the board could set the time and location of the annual meeting based upon the President's suggestion.

19 minutes ago, paulmcclintock said:

What rule or citable principle answers this clearly?

"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 (12th ed.) 49:12

26 minutes ago, paulmcclintock said:

4. Assume the RONR sample bylaws apply (56:58-67). 56:67 reads "These bylaws may be amended at any regular meeting of the Society by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting." Can the Society adopt a bylaw amendment with a blank with the proviso that the board be authorized to fill the blank within one month and that the amendment goes into effect only if and when the board fills the blank?

Yes. A proviso to a bylaw amendment has the same force as a provision in the bylaws, and the society is free to adopt whatever rules in the bylaws it wants.

21 minutes ago, paulmcclintock said:

https://en.wikipedia.org/wiki/Nondelegation_doctrine says "The doctrine of nondelegation is the theory that one branch of government must not authorize another entity to exercise the power or function which it is constitutionally authorized to exercise itself. It is explicit or implicit in all written constitutions that impose a strict structural separation of powers."  And further says "However, the Supreme Court ruled in J. W. Hampton, Jr. & Co. v. United States (1928) that congressional delegation of legislative authority is an implied power of Congress that is constitutional so long as Congress provides an "intelligible principle" to guide the executive branch."

Does this have any bearing on #1-4?

I don't think so. There is no concept of "separation of powers" or "branches of government" in RONR, and even in the event that there were, it is not clear that a doctrine applicable to governments should be understood to have any bearing on the operations of a private society.