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Executive committee cannot overturn board decision

A reader contacted us recently to ask whether the executive committee of his organization had the right to overturn a decision made by the full board. The answer is no, unless the bylaws give that right. Similarly, a board of directors may not overturn a decision made by the full membership.

Robert’s Rules is very clear on this point.

A board may never alter a decision of the society’s assembly (and an executive committee may never alter a decision of either the assembly or the board), even by a motion to Rescind or Amend Something Previously Adopted or by adoption of a proposal which has been rejected, unless expressly authorized by the superior body or the bylaws. Robert’s Rules of Order Newly Revised, 11th edition, p. 577, ll. 23-29.

Executive committee on their high horse?

Sometimes executive committees or executive boards get on their high horse and imagine that THEY are the superior body in the organization. This is not the default structure. Fundamentally the members are superior to the board, which is superior to the executive committee.  (Of course, if your bylaws say something different, that is another story.)

Role of membership

Note that in many organizations, the membership role will be limited to electing the board of directors and, perhaps, passing a budget. Because of the size and scale of business, the board will make many decisions in its best judgment, after listening to the members and their views. It would not be practical to obtain membership direction on every point. Should it happen, however that the membership has made a decision, the board is bound by it. And similarly when the board has made a decision, the executive committee is bound by it.

Nonprofit organizations may be different

This guidance applies to membership organizations like clubs or professional associations. Many nonprofit organizations are different. They don’t have “members” in the sense of people who have a right to direct the organization. If you join a museum as a “member,” for example, likely you have no role in museum governance.  The museum board will listen toits stakeholders, but is not directly answerable to them.

Have you had issues like this? Let us know!