Powers of the Executive Committee of a Board

[Guest P. Douglas Lafreniere]

Does the EC of a Board have to under RRO have their minutes (containing valid motions that are voted on by the members) approved by the board as a whole? If an elected EC decided to do something that the rest of the members of the board were not comfortable with, how would board members be able to direct the EC to not act on a motion they passed? If an EC can make financial decisions and not have to bring these back to the whole board, does this not render the EC a board unto itself thereby negating the function of the board as a whole? Hope someone can shed some light on this for me. I have been told that EC minutes containing motions that have been passed are for information only and not for whole board approval. This seems to me to be putting allot of power in the hands of the EC if actions they take do not sit well with other board members. How would one deal with this issue using RRO?

[Robert B Fish]

Does the EC of a Board have to under RRO have their minutes (containing valid motions that are voted on by the members) approved by the board as a whole? If an elected EC decided to do something that the rest of the members of the board were not comfortable with, how would board members be able to direct the EC to not act on a motion they passed? If an EC can make financial decisions and not have to bring these back to the whole board, does this not render the EC a board unto itself thereby negating the function of the board as a whole? Hope someone can shed some light on this for me. I have been told that EC minutes containing motions that have been passed are for information only and not for whole board approval. This seems to me to be putting allot of power in the hands of the EC if actions they take do not sit well with other board members. How would one deal with this issue using RRO?

To determine the powers of your EC, look in your bylaws. If the bylaws do not give them that power, they do not have it!

If you wish to reverse acts by the EC, see Official Interpretation 2006-13.

If you wish to remove the EC, see FAQ#20.

-Bob

[hmtcastle]

Does the EC of a Board have to under RRO have their minutes (containing valid motions that are voted on by the members) approved by the board as a whole?

No. Just as the minutes of board meetings don't have to be approved by the general membership of the association.

Think of those nesting Russian dolls. The biggest doll is the general membership. Within that is the board. And within the board is the executive committee.

[Trina]

....

If an EC can make financial decisions and not have to bring these back to the whole board, does this not render the EC a board unto itself thereby negating the function of the board as a whole?

In fact, an executive committee is defined by RONR as a 'board within a board' (RONR p. 468). As Mr. Fish pointed out, look in your bylaws to determine the powers of your executive committee. In order to have an executive committee at all, it must be defined in the bylaws, and the bylaws should specify

-- its composition

-- delineate its powers

-- set forth any special rules by which it is to conduct its business, such as when and how often it is to meet, its quorum, and the like

(slight paraphrase of RONR p. 559)

I have been told that EC minutes containing motions that have been passed are for information only and not for whole board approval.

Well yes, the full board has access to the EC minutes, similar to the way that the general membership has access to board meeting minutes -- the superior body, at one of its own meetings, can order the minutes of the inferior body read to it. It's not appropriate for the superior body (the board, in your case) to try to approve the minutes of the other body, or, to approve/disapprove the actions reported in those minutes. However, see the link provided by Mr. Fish, should the board wish to rescind or amend a specific action taken by the EC.

This seems to me to be putting allot of power in the hands of the EC if actions they take do not sit well with other board members. How would one deal with this issue using RRO?

The executive committee only has the power given to it by your bylaws, no more.