ROBERT'S RULES OF ORDER NEWLY REVISED

10TH EDITION

§49. BOARDS

The essential characteristics of a board are stated on pages 8-9. All of the material under the heading "Types of Deliberative Assembly" on pages 5-9 should be read in connection with this section.

The authority by which a board is constituted commonly prescribes the times at which it shall hold regular meetings, and the procedure by which special meetings of the board can be called; or the board can establish such provisions to the extent that it has the authority to adopt its own rules (see p. 469).

The Executive Board of an Organized Society

Except in the simplest and smallest local societies, or those holding very frequent regular meetings, it is generally found advisable to provide in the bylaws for a board to be empowered to act for the society when necessary between its regular meetings, and in some cases to have complete control over certain phases of the society's business. Such a board is usually known as the executive board, or - in organizations where there is an executive committee within and subordinate to the board as described below - the board of directors, board of managers, or board of trustees. Any such body is referred to in this book as an executive board, however - regardless of whether there is an executive committee - in cases where the distinction is immaterial.

If a society is to have an executive board, the bylaws should specify the number of board members and how they are to be determined, should define the board's duties and powers, and should make provision for meetings of the board as stated above. An executive board commonly consists of the society's officers (47) who also have duties apart from the board, together with a number of directors, managers, or trustees who may or may not have other duties such as the chairmanship of important standing committees (50), but who usually should be classed as officers of the society, and who are elected in the same way and at the same time as its other officers. (See sample bylaws, Art. IV, Sec. 1, and Art. VI, Sec. 1, pp. 566-68.) Frequently it is provided that a specified percentage of the directors shall be chosen periodically in such a way that their terms of office overlap those of the others - as when, for example, there are six directors and it is provided that two shall be elected at each annual meeting for three-year terms.

A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another. If the society as a whole meets less often than within quarterly time intervals (p. 88), or if its main purpose is other than to transact business, the entire administrative authority of the society is best left to the board between the society's meetings. Usually in organizations meeting monthly or oftener, and sometimes in those meeting quarterly, the board is not given so much power, since the society can attend to much of its business at its regular meetings. (For appropriate wordings for the governing provision in the bylaws in each of these two cases, see pp. 560, 568.) In any event, no action of the board can conflict with any action taken by the assembly of the society; and except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can countermand any action of the board if it is not too late (as it would be, for example, when a contract has already been made). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business.