Guest mgw Posted September 10, 2010 at 03:07 PM Report Share Posted September 10, 2010 at 03:07 PM I have a question concerning the internal functioning of an elected board. I know this scenario is probably not covered by Roberts, however, with the vast knowledge of board operations, I thought you may be able to share some insight. Our 501C3 board is elected by delegates from our next lower organizations. These organizations number a little over a hundred. Our board consists of about 40 members. From this standing board we elect a president, 2 vice presidents, a secretary and a treasurer. Each of the VP’s and the secretary and treasurer, oversee divisions that “group” our varying activities and committees. I’m ok with this portion. However, this group, named the Executive Board, meets independent of the main board as well as just before each board meeting. In this meeting they plan and decide the course of our group. They then put “the plan” before the regular board for what I tend to see as a “rubber stamp” vote. If one should question too much or oppose, things get nasty. I obviously have a problem with this style of governance as the rest of the board got just as many delegate votes as those on the executive board. Personally, I think the members have the right to ask questions, debate, and voice opposition or support before it is basically a done deal. My main question, to anyone still reading, is this. Is this typical? Is it something you have seen or see frequently? Is it in anyway supported/opposed by Roberts? In some of my other research I have found separate Executive boards and General Board, but in those cases it appears that the function of the executive board is to take care of immediate or day to day business that can not wait till the next meeting. Even this seems a bit totalitarian in the light of today’s communications capabilities. It is almost unheard of not to be able to reach the entire board within a day if not an hour. But at least in this scenario the separate powers of the executive seem to make sense. Again, thank you for any and all insights or opinions. Link to comment Share on other sites More sharing options...
Rob Elsman Posted September 10, 2010 at 04:57 PM Report Share Posted September 10, 2010 at 04:57 PM I have a question concerning the internal functioning of an elected board. I know this scenario is probably not covered by Roberts, however, with the vast knowledge of board operations, I thought you may be able to share some insight. Our 501C3 board is elected by delegates from our next lower organizations. These organizations number a little over a hundred. Our board consists of about 40 members. From this standing board we elect a president, 2 vice presidents, a secretary and a treasurer. Each of the VP’s and the secretary and treasurer, oversee divisions that “group” our varying activities and committees. I’m ok with this portion. However, this group, named the Executive Board, meets independent of the main board as well as just before each board meeting. In this meeting they plan and decide the course of our group. They then put “the plan” before the regular board for what I tend to see as a “rubber stamp” vote. If one should question too much or oppose, things get nasty. I obviously have a problem with this style of governance as the rest of the board got just as many delegate votes as those on the executive board. Personally, I think the members have the right to ask questions, debate, and voice opposition or support before it is basically a done deal. My main question, to anyone still reading, is this. Is this typical? Is it something you have seen or see frequently? Is it in anyway supported/opposed by Roberts? In some of my other research I have found separate Executive boards and General Board, but in those cases it appears that the function of the executive board is to take care of immediate or day to day business that can not wait till the next meeting. Even this seems a bit totalitarian in the light of today’s communications capabilities. It is almost unheard of not to be able to reach the entire board within a day if not an hour. But at least in this scenario the separate powers of the executive seem to make sense. Again, thank you for any and all insights or opinions.It is not unusual for the bylaws of a society to provide for an executive committee (what you are calling the Executive Board), a "board within a board", especially when the executive board (what you call the board) cannot meet as frequently as would be necessary to handle the society's business promptly. The executive committee has exactly what powers the bylaws delegate to it or the executive board gives in the case of a particular matter referred to it--and no more. Within the scope of its authority, the executive committee has the power to act in the name of the society without the preapproval or ratification of the executive board. See RONR (10th ed.), p. 468. Link to comment Share on other sites More sharing options...
Trina Posted September 11, 2010 at 01:15 PM Report Share Posted September 11, 2010 at 01:15 PM ....However, this group, named the Executive Board, meets independent of the main board as well as just before each board meeting. In this meeting they plan and decide the course of our group. They then put “the plan” before the regular board for what I tend to see as a “rubber stamp” vote.....As Mr. Elsman's response suggests, check your bylaws. Is this group ('Executive Board') actually named and described in the bylaws? Is the body assigned duties and powers? Are rules specified for when and how often it is to meet? If no such body is described, it doesn't actually exist (even though the officers of some organizations seem to assume there is an 'officer group', with the power to formally meet and make group decisions, that simply isn't true, per RONR). If the body is described, its powers are no greater than defined in the bylaws. Link to comment Share on other sites More sharing options...
Rob Elsman Posted September 11, 2010 at 08:04 PM Report Share Posted September 11, 2010 at 08:04 PM As Mr. Elsman's response suggests, check your bylaws. Is this group ('Executive Board') actually named and described in the bylaws? Is the body assigned duties and powers? Are rules specified for when and how often it is to meet? If no such body is described, it doesn't actually exist (even though the officers of some organizations seem to assume there is an 'officer group', with the power to formally meet and make group decisions, that simply isn't true, per RONR). If the body is described, its powers are no greater than defined in the bylaws.Well, its superior body can also give it power with respect to a certain matter referred to it. Link to comment Share on other sites More sharing options...
Guest mgw Posted September 13, 2010 at 11:28 AM Report Share Posted September 13, 2010 at 11:28 AM Thank you for the info. Link to comment Share on other sites More sharing options...
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