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"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, pp. 467-468

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