Members of an Executive Committee

[Tomm]

Must the number of, and members of, an Executive Committee be specified or can they change?

If only the number of members is specified, can the Committee use some of the members only sometimes and other members at different times perhaps depending on the decision that must be made?

Can the number of committee members change?

I understand that many of those questions need to be answered in the Bylaws, however, our Bylaws currently do not authorize an Executive Committee but at times the board president does select only a few of the board members to take part in decisions. 

Are members of an Executive Committee required to be officers of the board?

[George Mervosh]

On 4/13/2022 at 3:53 PM, Tomm said:

Must the number of, and members of, an Executive Committee be specified or can they change?

If only the number of members is specified, can the Committee use some of the members only sometimes and other members at different times perhaps depending on the decision that must be made?

Can the number of committee members change?

I understand that many of those questions need to be answered in the Bylaws, however, our Bylaws currently do not authorize an Executive Committee but at times the board president does select only a few of the board members to take part in decisions. 

Are members of an Executive Committee required to be officers of the board?

See RONR (12th ed.), 49:13, especially the last sentence - "A board cannot appoint an executive committee unless the bylaws so authorize." 

So who is calling it that?  

[Tomm]

On 4/13/2022 at 1:07 PM, George Mervosh said:

See RONR (12th ed.), 49:13, especially the last sentence - "A board cannot appoint an executive committee unless the bylaws so authorize." 

So who is calling it that?  

Nobody's calling it that except me! My contention is if the president is doing what she's been doing then she has in effect created an executive committee without it being authorized in the bylaws.

I'm attempting to inform those on the board who have been left out of several decisions a reason to challenge that process. It's my understanding that without an established executive committee the entire board must be included in all deliberations?

[Atul Kapur]

On 4/13/2022 at 3:53 PM, Tomm said:

at times the board president does select only a few of the board members to take part in decisions.

Are these decisions made under the authority of the board? The board, as any deliberative assembly, makes decisions at properly called meetings. Every member of the board has the right to attend those meetings, debate, and vote on those decisons. So, generally, a subgroup of the board should not be making decisions.

We know that there are  statutes that apply to your organization, so the standard advice to check with someone versed in those.

[Tomm]

On 4/13/2022 at 1:13 PM, Atul Kapur said:

Are these decisions made under the authority of the board?

These decisions are being made by, shall we say, a president on a power trip?

[George Mervosh]

Are you sure he's not just strategizing and planning outside of a meeting setting, rather than actually making binding decisions outside of a board meeting? 

[Tomm]

On 4/13/2022 at 1:24 PM, George Mervosh said:

Are you sure he's not just strategizing and planning outside of a meeting setting, rather than actually making binding decisions outside of a board meeting? 

Not strategizing. Binding decisions have been made and implemented.

The full board does get to vote on the final decision, however, those who were not included in the deliberations are in the minority so when the final vote is taken they are in the minority.

Might be time for §62?

[George Mervosh]

On 4/13/2022 at 4:32 PM, Tomm said:

Not strategizing. Binding decisions have been made and implemented.

The full board does get to vote on the final decision, however, those who were not included in the deliberations are in the minority so when the final vote is taken they are in the minority.

Might be time for §62?

Might be time to move on.

[Joshua Katz]

The question, though, is whether these decisions are purported to be board decisions. Are they decisions the bylaws empower the board to make? If, on the other hand, they are decisions the bylaws empower the president to make, then there's no objection to the president bouncing them off of a "kitchen cabinet," as it were. But if the board needs to make those decisions, then of course it violates the rules.

Since the full board votes on the matter in the end, there is no objection, so far as RONR is concerned, to some small group talking about it first.

Edited April 13, 2022 at 11:42 PM by Joshua Katz
Originally missed that the board votes in the end

[Atul Kapur]

On 4/13/2022 at 4:32 PM, Tomm said:

The full board does get to vote on the final decision, however, those who were not included in the deliberations are in the minority so when the final vote is taken they are in the minority.

This is commonly known as politicking, strategizing, caucusing, or ensuring your support, among other descriptors. You may recall that you have been given similar advice to gather support prior to your general meetings where you plan to propose changes.

From what you say, it appears that the final decision is being voted upon at a properly called board meeting, which presumably includes notice going out to all board members. That is what is required. Unless your organization is under open meeting laws, there is nothing out of order with informal discussions taking place in advance -- although some such as yourself  may find it inappropriate.

[Josh Martin]

On 4/13/2022 at 2:53 PM, Tomm said:

Must the number of, and members of, an Executive Committee be specified or can they change?

If only the number of members is specified, can the Committee use some of the members only sometimes and other members at different times perhaps depending on the decision that must be made?

Can the number of committee members change?

I understand that many of those questions need to be answered in the Bylaws,

Are members of an Executive Committee required to be officers of the board?

The answer to all of these questions is determined by the provisions in the bylaws regarding the Executive Committee. Generally, the bylaws will define the number of members on the Executive Committee and may define particular members or define the manner in which the members are appointed. The provisions may or may not be written to provide flexibility in regard to the number of members and the members which may be selected. The members will not necessarily all be officers of the board.

On 4/13/2022 at 2:53 PM, Tomm said:

our Bylaws currently do not authorize an Executive Committee

Then you do not have an Executive Committee.

On 4/13/2022 at 3:32 PM, Tomm said:

The full board does get to vote on the final decision, however, those who were not included in the deliberations are in the minority so when the final vote is taken they are in the minority.

Based upon these additional facts, it appears that no rules in RONR have been violated. So long as the final decision is made at a board meeting, the rules in RONR are satisfied.

It may be that these actions violate something in applicable law or in the organization's own rules, but that is beyond the scope of RONR and this forum. If there are no such rules, the organization may adopt some if it wishes.

On 4/13/2022 at 3:32 PM, Tomm said:

Might be time for §62?

Doesn't your organization have its own rules pertaining to removal of board members? I think I recall something like that from a previous question. If so, those provisions take precedence over Section 62.

In any event, whether to pursue disciplinary action is up to the organization.

I also (apparently upon deaf ears) urge you again to seek a professional parliamentarian and/or an attorney if you wish to seriously pursue the many issues you have with your organization further. I do not think you are well served by attempting to resolve these matters piecemeal over this forum.

Edited April 14, 2022 at 11:04 AM by Josh Martin