Special Committee Recommendations

[Guest BrendaR]

The president of our saddle club appointed a special committee to plan summer events for the club. Can the Board of Directors approve the commitee event recommendations?  Or do the committee event recommendations need to be approved at a society membership meeting? 

[Gary Novosielski]

It depends on what powers are granted to the Board in your bylaws.  

[Guest BrendaR]

The bylaws say, Duties of the board of director shall be to conduct manage and control the affairs of the organization as well as general supervision. The board of directors shall be invested in the direction of organizational affairs and may fill any and all vacancies which may occur among the officers to carry on the business and other activities of the organization.

 

[Richard Brown]

Guest Brenda, it is ultimately up to the members of your organization to interpret its bylaws.  We cannot do that for you.  My first question is whether your bylaws or some adopted motion permits the president to "appoint a special committee".  As Mr. Novosielski said, "it depends on what powers are granted to the board in your bylaws.  I would add that it also depends on what powers the president has.

  To me, as an "outsider" who knows only what you have told us in your posts, it seems like the recommendations can be approved by the board, especially if the creation of the committee was authorized by the board. 

For what it's worth, committees can also be created "with power", meaning the committee is given the power to actually carry out its wishes rather than just make recommendations. See sections 13:8 and 50:5 in RONR (12th ed.).

[Guest BrendaR]

The duties of the president shall be to call and preside over all meetings of the organization and board of directors and perform all the duties incident to this office. The president shall have the power to appoint such committees as he or she may deem necessary from time to time. The president shall represent the organization and board of directors in carrying out the policies of the corporation. The president shall be authorized to sign checks agreements and contracts on behalf of the organization.

What is the procedure for appointing a committee with power? Does something specifically need to be said when the committee is appointed?

 

[Gary Novosielski]

On 4/4/2024 at 5:24 PM, Guest BrendaR said:

The duties of the president shall be to call and preside over all meetings of the organization and board of directors and perform all the duties incident to this office. The president shall have the power to appoint such committees as he or she may deem necessary from time to time. The president shall represent the organization and board of directors in carrying out the policies of the corporation. The president shall be authorized to sign checks agreements and contracts on behalf of the organization.

What is the procedure for appointing a committee with power? Does something specifically need to be said when the committee is appointed?

 

Well, a committee appointed "with power" can only have such power as the entity which created it could exercise on its own.  A committee created by and acting under instructions from the board could, if authorized, exercise such powers as are necessary to complete its instructions, but would have no new powers that the board didn't already have.

So a committee appointed by the president probably would not be able to be appointed "with power" because the president acting alone is not given much power by the bylaws, with respect to producing events.