Executive Committee

[Tomm]

I'm having a disagreement with a colleague. 

He says that, (in our situation of a 9 member board,) the 4 officers of the board are inherently considered to be the members an executive committee.

I say an executive committee must first be specified in the bylaws, and the members should be identified and not necessarily need to be officers. It might just be a few members who live locally and can meet in person if need be?

Seems that on some occasions only certain members of the board are making decisions? The bylaws don't currently authorize an executive committee.

 

Comments please!

[Joshua Katz]

You are correct. An organization only has a board if its bylaws so direct. So too, a board only has a "board within a board" (executive committee) if the bylaws so direct.

It is also true that, because an executive committee must appear in the bylaws, the bylaws will also say who is on the committee, and it need not be officers. However, the bylaws certainly shouldn't specify a few members who live locally and can meet in person if need be. They should identify the positions that give ex officio membership, or prescribe a means of selecting the members of the committee. (For example, it might include the officers, and 2 board members to be elected by the board. Or it might include the officers and 2 members of the community to be elected by the membership. Or it might include the chair, the mayor, and the police chief.)

On 5/13/2022 at 3:54 PM, Tomm said:

Seems that on some occasions only certain members of the board are making decisions? The bylaws don't currently authorize an executive committee.

 

Well that is not acceptable, and the rest of the board should not tolerate it.

[Tomm]

So is it safe to say that as long as the bylaws permit having an executive committee, it's not mandatory to create one. And if the board does creates one, that executive committee falls under the same rules as any other committee, meaning it can be created and terminated as the situation sees fit?

[Josh Martin]

On 5/13/2022 at 5:49 PM, Tomm said:

So is it safe to say that as long as the bylaws permit having an executive committee, it's not mandatory to create one.

No, I do not think it is safe to say this. While I suppose it is theoretically possible an organization could draft bylaws saying the organization may have an Executive Committee, this is not usually done. Generally, either the bylaws provide that there shall be an Executive Committee or say nothing regarding an Executive Committee at all.

On 5/13/2022 at 5:49 PM, Tomm said:

And if the board does creates one, that executive committee falls under the same rules as any other committee, meaning it can be created and terminated as the situation sees fit?

Once again, I find it unlikely (although I suppose possible) that the bylaws are permissive in this regard and provide that the board may create an Executive Committee if it wishes. Generally, if the bylaws provide for an Executive Committee, they provide that the assembly shall have such an Executive Committee and define the composition of the Executive Committee. In such a case, the committee cannot be terminated except by amending the bylaws.

As for the rest of the question, an Executive Committee (despite the name) is actually a form of board, so it does not fall under the same rules as committees. Furthermore, "can be created and terminated as the situation sees fit" isn't necessarily an accurate description for committees either. This would be accurate for special committees.

I suggest that you take a look at RONR (12th ed.) 56:39-43.

Edited May 13, 2022 at 11:04 PM by Josh Martin

[Gary Novosielski]

On 5/13/2022 at 6:49 PM, Tomm said:

So is it safe to say that as long as the bylaws permit having an executive committee, it's not mandatory to create one. And if the board does creates one, that executive committee falls under the same rules as any other committee, meaning it can be created and terminated as the situation sees fit?

The board doesn't create executive committees, nor determine who is on them.  That's as bad as the problem you have now.

The bylaws create executive committees, and if your bylaws didn't create one you don't have one.  Do your bylaws actually "permit" one?  

[Tomm]

On 5/13/2022 at 4:28 PM, Gary Novosielski said:

Do your bylaws actually "permit" one?  

They do not!

 

[Atul Kapur]

I am familiar with some organizations whose bylaws say that there may be an executive committee (and specify its membership). In every case, there actually is an executive committee.

I do not know why the language is permissive instead of declaratory. I blame lawyers. 😀

[Gary Novosielski]

On 5/13/2022 at 8:18 PM, Tomm said:

They do not!

 

Then, if the rules in RONR apply:

• You do not have one,
• The board cannot establish one, and
• It would take a bylaws amendment to create one.

[Richard Brown]

@Tomm

I agree with my colleagues and I believe you are confusing an executive committee — which is almost always a board within a board — with regular committees. They are not the same and an executive committee, despite the fact that it has the word committee in its name, is almost always actually in the nature of a board, not a committee.

The fact that there should be one and its composition is almost always stated expressly in the bylaws — and should be. If the bylaws are silent, you don’t have one and cannot create one without amending the bylaws.

[George Mervosh]

On 5/13/2022 at 3:54 PM, Tomm said:

Seems that on some occasions only certain members of the board are making decisions? The bylaws don't currently authorize an executive committee.

 

On 5/13/2022 at 4:03 PM, Joshua Katz said:

Well that is not acceptable, and the rest of the board should not tolerate it.

With regards to only this statement by Tomm, it seems that this was hashed out a bit earlier.  https://robertsrules.forumflash.com/topic/39200-members-of-an-executive-committee/#comment-232336  From that thread, Tomm acknowledges everything is brought to the full board for a final decision in post #7 of that thread.