rulesasker Posted January 12, 2023 at 02:11 PM Report Share Posted January 12, 2023 at 02:11 PM If a board’s bylaws give it the authority to hire a particular position, can the board delegate this authority to a committee in a resolution? Or does the board itself need to approve the employment contract? Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted January 12, 2023 at 02:15 PM Report Share Posted January 12, 2023 at 02:15 PM On 1/12/2023 at 9:11 AM, rulesasker said: If a board’s bylaws give it the authority to hire a particular position, can the board delegate this authority to a committee in a resolution? Or does the board itself need to approve the employment contract? Not unless the bylaws allow it. "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 Quote Link to comment Share on other sites More sharing options...
rulesasker Posted January 12, 2023 at 02:20 PM Author Report Share Posted January 12, 2023 at 02:20 PM Thanks for the rapid response. For this situation, could “hire” mean select the person, and then give a committee the authority to negotiate contract terms? Could the board authorize the committee to offer a salary up to $x? It seems difficult for a board to negotiate a contract. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted January 12, 2023 at 02:29 PM Report Share Posted January 12, 2023 at 02:29 PM As Mr. Mervosh has already indicated, the correct answer depends on what powers the governing documents of the board have conferred. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted January 12, 2023 at 02:33 PM Report Share Posted January 12, 2023 at 02:33 PM On 1/12/2023 at 9:20 AM, rulesasker said: Thanks for the rapid response. For this situation, could “hire” mean select the person, and then give a committee the authority to negotiate contract terms? Could the board authorize the committee to offer a salary up to $x? It seems difficult for a board to negotiate a contract. No I don't they can go that far without bylaw authorization. Quote Link to comment Share on other sites More sharing options...
rulesasker Posted January 12, 2023 at 02:36 PM Author Report Share Posted January 12, 2023 at 02:36 PM Thank you! This is very helpful Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted January 12, 2023 at 03:18 PM Report Share Posted January 12, 2023 at 03:18 PM I am not of the opinion that a committee can make a contract offer of any kind without proper agency, including an offer of X salary. Whether that proper agency exists depends on the board's authority to delegate that agency to the committee. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 12, 2023 at 10:12 PM Report Share Posted January 12, 2023 at 10:12 PM On 1/12/2023 at 9:11 AM, rulesasker said: If a board’s bylaws give it the authority to hire a particular position, can the board delegate this authority to a committee in a resolution? Or does the board itself need to approve the employment contract? No. 49:12 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. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 13, 2023 at 07:36 PM Report Share Posted January 13, 2023 at 07:36 PM On 1/12/2023 at 8:20 AM, rulesasker said: Thanks for the rapid response. For this situation, could “hire” mean select the person, and then give a committee the authority to negotiate contract terms? Could the board authorize the committee to offer a salary up to $x? It seems difficult for a board to negotiate a contract. I would think the board could instruct the committee to negotiate a proposed contract, but the contract which is negotiated would ultimately have to be approved by the board. Certainly the board cannot delegate to the committee the authority to enter into contracts on behalf of the board, unless the bylaws so provide. Quote Link to comment Share on other sites More sharing options...
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