Article 50

[Guest Belle]

My understanding of Article 50 below is that the Board of Directors can authorize the Executive Committee, or, in fact, any committee, to meet/discuss/make decisions in their committee area that are in the organization's best interests, further the organizations's goals, mission and do not violate the By-Laws. Furthermore, the committee chair will report back to the Board as a whole at its monthly meeting any decisions or actions taken with rationale to be recorded in the minutes. Furthermore, the committee may decide that a particular issue needs the discussion and input of the full Board before a decision can be made. And finally, the full Board can override a committee's decision with a majority vote of the full Board, with the reasons why stated clearly in the minutes.

What is your understanding of section below? Do committees have authority or not?

50. Board of Managers or Directors, Boards of Trustees, Executive Committees, etc. Committees of this class are essentially small deliberative assemblies, subordinate to the body that appoints them, with their duties and authority, and the number of their regular meetings and their quorums, defined by the parent body, or by its authority. Boards or Committees of this class are usually appointed by organizations that meet only annually or quarterly. With such an organizations it is customary and necessary to delegate to a committee, usually known as the Board of Mangers or Directors, all its authority, with slight limitations, to be exercised between its meetings. The by-laws of the Board are adopted by the parent body, or the Board may be authorized to adopt is own by-laws. It is usually to authorize the Board to appoint from its membership an Executive Committee of a specified number who shall have all the power of the Board between the meetings of the Board, just as the Board has all the power of the Society between the meetings of the Society, except that the subordinate body cannot modify any action taken by its superior. The Executive Committee should be small and the members should live near enough to each other to be able to have frequent regular meetings, besides special meetings in emergencies. Where the organization is local, such as a society for sustaining an orphan asylum, the Board of Managers usually divides itself into committees having charge of different branches of the work during the intervals between the monthly or quarterly meetings of the Board, when those committees report on the work done. It is seldom that resolutions or other matters are referred to boards or committees of this class for them to report back to the society with recommendations. If papers are referred to them, it is usually for their information and action. They are organized as any other deliberative assembly with a chairman and a secretary, whom they elect if they are not appointed by the society. Frequently the by-laws of the society make the president and its corresponding, or executive secretary, ex-officio.

In large boards business is transacted the same as in the society meetings, but in small boards the same formality is not necessary or usual, the informality observed by committees being generally allowed. In a board meeting where there are not more than about a dozen present, for instance, it is not necessary to rise in order to make a motion, nor to wait for recognition by the chair before speaking or making it a motion, nor for a motion to have a second; nor is there any limit to the number of speeches, nor does the chairman leave the chair when making a motion or discussing a question. The formalities necessary in order to transact business in a large assemby would hinder business in so small a body.

Boards are often constituted so that the term of office of, say, one-third of its members expires each year. After each annual meeting in such case, the board elects new officers and committees, the same as if the entire board had been re-elected. All unfinished business falls to the ground when the new board is elected.

It is customary for the by-laws to require an annual report from the Board of Managers, which usually gives a brief account of its doings for the year with recommendations for the future. After discussion, and amendment if necessary, the report is usually adopted by the society and published in its annual proceedings as the report of the board. In such a case, care should be taken in publishing it to inclose in brackets all that has been struck out, and to put in italics whatever has been inserted, and to insert a note to that effect at the beginning of the report, so that exactly what the board recommended can readily be seen. The minutes should read thus: “The Board of Managers submitted its report which after discussion and amendment was adopted as follows. The words in brackets having been struck out and those underscored (in italics) having been inserted before the report was adopted.” The society cannot alter the report of the board. It may decline to indorse it, or even to allow it to be printed, but it cannot make it appear that the board stated anything different from what it has reported. By the above plan is shown exactly what the board reported and what the society adopted, or endorsed.

[hmtcastle]

What is your understanding of section below?

My understanding is that it does not come from the current (10th) edition of RONR, the edition this forum discusses.

[Trina]

What is your understanding of section below? Do committees have authority or not?

Is the quoted (lengthy) article from a parliamentary authority which your organization must follow, according to its bylaws? As Mr. Mountcastle notes, it is not from the current (10th) edition of Robert's Rules of Order Newly Revised.

Do you have a specific concern about the authority of committees, based on some situation in your organization?

[George Mervosh]

Is the quoted (lengthy) article from a parliamentary authority which your organization must follow, according to its bylaws? As Mr. Mountcastle notes, it is not from the current (10th) edition of Robert's Rules of Order Newly Revised.

Do you have a specific concern about the authority of committees, based on some situation in your organization?

Trina, it's probably from the Fourth Edition which is in the public domain. But if Belle wants a summary of something written 95 years ago, here isn't the place to find it and you're right, a specific question would be nice.

[Kim Goldsworthy]

What is your understanding of section below?

Do committees have authority or not?

No.

Section 50 says that committee do not have authority.

Note its key sentence:

Committees of this class are essentially small deliberative assemblies,

subordinate to the body that appoints them,

with their duties and authority, and the number of their regular meetings and their quorums, defined by the parent body, or by its authority.

If the parent body or other authority FAILS to set:

• the duties

• the authority

... then the board or committee has none.

[Josh Martin]

My understanding of Article 50 below

As noted, this is from a very, very old edition of RONR, however, I will endeavor to answer your questions anyway.

is that the Board of Directors can authorize the Executive Committee, or, in fact, any committee, to meet/discuss/make decisions in their committee area that are in the organization's best interests, further the organizations's goals, mission and do not violate the By-Laws.

First of all, the Executive Committee, despite its name, is not truly a committee, but is a type of board. I acknowledge, however, that the citation in the 4th edition is not very clear on this point. The Board of Directors may not delegate its authority, unless authorized to do so by the Bylaws, so no, it may not authorize the Executive Committee, or a committee, to take any action on its own. The Executive Committee and any committees of the association only have the power granted by the Bylaws or by the general membership.

Furthermore, the committee chair will report back to the Board as a whole at its monthly meeting any decisions or actions taken with rationale to be recorded in the minutes. Furthermore, the committee may decide that a particular issue needs the discussion and input of the full Board before a decision can be made. And finally, the full Board can override a committee's decision with a majority vote of the full Board, with the reasons why stated clearly in the minutes.

All of this assumes that the board can authorize these bodies to take action, which it cannot. It is quite possible, however, that the Executive Committee is already authorized to take action by the Bylaws. The EC should indeed make a report at a board meeting, but these decisions would be recorded in the EC's minutes, not the board minutes. Rationale is not recorded in the minutes. As to the board rescinding a decision of the EC, see Official Interpretation 2006-13. The text refers to the general membership rescinding a decision of the board, but the same principles apply for the board rescinding a decision of the Executive Committee.

Do committees have authority or not?

Committees and boards only have the authority granted by the Bylaws or the general membership.

[hmtcastle]

As to the board rescinding a decision of the EC, see Official Interpretation 2006-13. The text refers to the general membership rescinding a decision of the board, but the same principles apply for the board rescinding a decision of the Executive Committee.

It's early (perhaps too early) in the morning but I'd appreciate a citation to support this. It seems to me that, since both the board and the executive committee are creations of the general membership (via the bylaws), perhaps only the general membership can rescind (or otherwise amend) a motion adopted by either body. As you note, the executive committee is not really a committee (of the board).

[Gary c Tesser]

It's early (perhaps too early) in the morning but I'd appreciate a citation to support this. It seems to me that, since both the board and the executive committee are creations of the general membership (via the bylaws), perhaps only the general membership can rescind (or otherwise amend) a motion adopted by either body. As you note, the executive committee is not really a committee (of the board).

Indeed. If Mr Martin is right (not improbable), I'd like to see the OI amended to say so, and RONR 11th edition -- with the teal cover, since it will be a football-uniform edition -- to say so also. I can see the reasonableness of both Messies Martin and Mountcastle on this.

(And I would also like a silver Porsche. Oh, and a pony. Teal, please. Whatever that is. Except it sounds fluffy, which would dictate that I'd have nothing to do with it, but it's probably actually macho because they seem to make football uniforms out of it.

(In which case hmm maybe better keep the teal offa the pony.

(Maybe I have done better this morning when I discussed committee of the whole.)