Tomm Posted May 13, 2022 at 07:54 PM Report Share Posted May 13, 2022 at 07:54 PM 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! Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted May 13, 2022 at 08:03 PM Report Share Posted May 13, 2022 at 08:03 PM 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. Quote Link to comment Share on other sites More sharing options...
Tomm Posted May 13, 2022 at 10:49 PM Author Report Share Posted May 13, 2022 at 10:49 PM 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? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted May 13, 2022 at 11:00 PM Report Share Posted May 13, 2022 at 11:00 PM (edited) 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 Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 13, 2022 at 11:28 PM Report Share Posted May 13, 2022 at 11:28 PM 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? Quote Link to comment Share on other sites More sharing options...
Tomm Posted May 14, 2022 at 12:18 AM Author Report Share Posted May 14, 2022 at 12:18 AM On 5/13/2022 at 4:28 PM, Gary Novosielski said: Do your bylaws actually "permit" one? They do not! Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted May 14, 2022 at 02:36 AM Report Share Posted May 14, 2022 at 02:36 AM 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. 😀 Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 14, 2022 at 04:22 PM Report Share Posted May 14, 2022 at 04:22 PM 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. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted May 14, 2022 at 09:10 PM Report Share Posted May 14, 2022 at 09:10 PM @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. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted May 16, 2022 at 04:43 PM Report Share Posted May 16, 2022 at 04:43 PM 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. Quote Link to comment Share on other sites More sharing options...
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